AGREEMENT AND PLAN OF MERGER by and among SANGAMO BIOSCIENCES, INC. CG ACQUISITION SUB, INC. and CEREGENE, INC. and HAMILTON BIOVENTURE SERVICES, INC., as Stockholders’ Representative Dated as of August 23, 2013Agreement and Plan of Merger • October 7th, 2013 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances)
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of August 23, 2013, is by and among Sangamo BioSciences, Inc. a Delaware corporation (“Parent”), CG Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ceregene, Inc., a Delaware corporation (the “Company”), and, Hamilton BioVenture Services, Inc. solely in its capacity as representative of the Company Stockholders (the “Stockholders’ Representative”). Capitalized terms used in this Agreement are defined in Section 11.1, or in the applicable Section of this Agreement to which reference is made in Section 11.1.
