EXHIBIT 2.1.3
AMENDMENT NO. 3
TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (the "AMENDMENT"),
made as of the 25th day of August, 2005 is entered into by and among Xtrana,
Inc., a Delaware corporation ("XTRANA"), AIC Merger Corporation, a California
corporation and wholly-owned subsidiary of Xtrana ("MERGERCO"), and Alpha
Innotech Corporation, a California corporation ("AIC"). Xtrana, MergerCo and AIC
are sometimes referred to herein individually as a "PARTY" and collectively as
the "PARTIES."
RECITALS:
A. The Parties have entered into that certain Agreement and Plan
of Merger dated December 14, 2004, as amended by Amendment No. 1 to Agreement
and Plan of Merger dated April 6, 2005 and Amendment No. 2 to Agreement and Plan
of Merger dated July 6, 2005 (as amended, the "AGREEMENT"), which provides for
the merger of AIC with and into MergerCo on the term and conditions set forth in
the Agreement.
B. The Parties desire to amend the provisions of the Agreement on
the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Amendment, and for other good and
valuable consideration, the receipt and sufficient of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT TO SECTION 8.1.3. Section 8.1.3 of the Agreement is
hereby amended in its entirety to read as follows:
"by either Xtrana or AIC if the Merger shall not have been
consummated on or before October 14, 2005 (other than as a result of
the failure of the Party seeking to terminate this Agreement to
perform its obligations under this Agreement required to be performed
at or prior to the Effective Time);"
2. RATIFICATION OF REMAINING TERMS. Except as set forth above,
the remaining terms and conditions of the Agreement shall not be amended by this
Amendment and shall remain in full force and effect, and binding in accordance
with their respective terms.
3. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth in the first paragraph.
ALPHA INNOTECH CORPORATION
By: /S/ XXXXXX XXXXXXXX
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Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
XTRANA, INC.
By: /S/ XXXXX X. XXXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
AIC MERGER CORPORATION
By: /S/ XXXXX X. XXXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President
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