AGREEMENT AND PLAN OF MERGER by and among LUMINEX CORPORATION GROUPER MERGER SUB, INC. GENTURADX, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY IN ITS CAPACITY AS THE SELLER REPRESENTATIVEMerger Agreement • September 18th, 2012 • Luminex Corp • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (the “Agreement”), is made and entered into as of July 9, 2012, by and among Luminex Corporation, a Delaware corporation (“Parent”), Grouper Merger Sub, Inc., a British Virgin Islands business company (“Merger Sub”), GenturaDX, Inc., a British Virgin Islands business company (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Seller Representative. The Company, Parent, Merger Sub and the Seller Representative are referred to herein, collectively, as the “Parties” and, individually, as a “Party.” Capitalized terms used herein are defined as set forth in Annex A attached hereto.
