Agreement and Plan of MergerMerger Agreement • November 8th, 2022 • Heska Corp • In vitro & in vivo diagnostic substances • Delaware
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made as of October 24, 2022 by and among Heska Corporation, a Delaware corporation (“Acquirer”), MBio Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”), MBio Diagnostics, Inc., d/b/a LightDeck Diagnostics a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Persons (the “Holder Representative”), and each Indemnifying Person (as defined below) that delivers a Joinder Agreement (as defined below), and amends that certain Agreement and Plan of Merger dated September 9, 2022 (the “Merger Agreement”), by and among the Acquirer, Merger Sub, Company, Holder Representative and each Indemnifying Person thereto. All capitalized terms used but not defined herein have the meaning ascribed to them in the Merger Agreement.
