AGREEMENT AND PLAN OF MERGER by and among: Genoptix, Inc., Stone Merger Sub Ltd., and ROSETTA GENOMICS LTD. Dated as of December 14, 2017Merger Agreement • December 21st, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 14, 2017 (the “Agreement Date”), by and among Genoptix, Inc., a Delaware corporation (“Parent”), Parent on behalf of Stone Merger Sub Ltd. (or any other name approved by the Registrar of Companies of the State of Israel (the “Companies Registrar”)), a company in formation in accordance with the Laws of the State of Israel (“Merger Sub”), and Rosetta Genomics Ltd., a company incorporated under the Laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 21st, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of December 14, 2017, is made by and among ROSETTA GENOMICS INC., a Delaware corporation (the “Borrower”), ROSETTA GENOMICS, LTD., a company incorporated under the Laws of the State of Israel (“Rosetta”), MINUET DIAGNOSTICS, INC., a Delaware corporation (“Minuet”), and CYNOGEN INC., a Delaware corporation (“Cynogen”, together with Rosetta and Minuet, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”; and together with Borrower, each a “Credit Party” and collectively, jointly and severally, the “Credit Parties”), and GENOPTIX, INC., as Lender (in such capacity, together with its successors and assigns, if any, in such capacity, “Lender”).
