AGREEMENT AND PLAN OF MERGER by and among: Genoptix, Inc., Stone MArger Sub Ltd., and ROSETTA GENOMICS LTD. Dated as of February 27, 2018Agreement and Plan of Merger • March 13th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 27, 2018 (the “Agreement Date”), by and among Genoptix, Inc., a Delaware corporation (“Parent”), Stone Marger Sub Ltd., a company incorporated under 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.
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 11, 2018 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” and, together with Borrower, 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”).
EXPENSE REIMBURSEMENT WAIVER AGREEMENTExpense Reimbursement Waiver Agreement • March 13th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This EXPENSE REIMBURSEMENT WAIVER AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2018, by and between Genoptix, Inc., a Delaware corporation (“Parent”), and Rosetta Genomics Ltd. (the “Company”).
AMENDMENT NO. 1 TO EXPENSE REIMBURSEMENT WAIVER AGREEMENTExpense Reimbursement Waiver Agreement • March 13th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1, dated as of March 11, 2018 (“Amendment No. 1”), to the Expense Reimbursement Waiver Agreement (the “Agreement”), dated as of February 27, 2018, by and between Rosetta Genomics Ltd., an Israeli corporation with a principal place of business at 10 Plaut Street, Science Park, Rehovot 76706, Israel (the “Company”) and Genoptix, Inc., a Delaware corporation with a principal place of business at 2131 Faraday Avenue, Carlsbad, California 92008 (“Parent”), is entered into by and between the Company and Parent. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meanings set forth in the Agreement.
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 27, 2018 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”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 13th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1, dated as of March 11, 2018 (“Amendment No. 1”), to the Agreement and Plan of Merger, dated as of February 27, 2018 (the “Agreement”), by and among Genoptix, Inc., a Delaware corporation (“Parent”), Stone Marger Sub, Ltd., a company incorporated under 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”), is entered into by and among Parent, the Company, and Merger Sub. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meanings set forth in the Agreement.
