AGREEMENT AND PLAN OF Merger BY AND AMONG FULGENT THERAPEUTICS LLC, DUCKS ACQUISITION SUB, INC., FULGENT GENETICS, INC., SYMPHONY BUYER, INC., SOLELY IN ITS CAPACITY AS THE Stockholder Representative, Avista Capital Partners IV GP, L.P., AND, SOLELY...Agreement and Plan of Merger • April 26th, 2022 • Fulgent Genetics, Inc. • Services-medical laboratories • Delaware
This Agreement And Plan Of Merger (this “Agreement”) is made and entered into as of April 16, 2022 (the “Agreement Date”), by and among Fulgent Therapeutics LLC, a California limited liability corporation (“Buyer”), Ducks Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Buyer (“Merger Sub”), solely for purposes of Section 6.20, Fulgent Genetics, Inc., a Delaware corporation (“Parent”), Symphony Buyer, Inc., a Delaware corporation (the “Company”), solely in its capacity as the representative of the Company Security Holders, Avista Capital Partners IV GP, L.P., a Delaware limited partnership (the “Stockholder Representative”), and solely for purposes of Section 6.21, Article VIII and Section 10.14, the Company Stockholders set forth on the signature page hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Annex A.
