AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG MYRIAD GENETICS, INC., MYRIAD CRESCENDO, INC., CRESCENDO BIOSCIENCE, INC. AND MDV IX, L.P., AS REPRESENTATIVE Dated as of February 2, 2014Agreement and Plan of Merger • February 4th, 2014 • Myriad Genetics Inc • In vitro & in vivo diagnostic substances • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 2, 2014 (the “Agreement Date”), is made by and among Myriad Genetics, Inc., a Delaware corporation (“Parent”); Myriad Crescendo, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”); Crescendo Bioscience, Inc., a Delaware corporation (the “Company”); and the Representative (as defined below) and, upon obtaining the Stockholder Approval, shall become effective and supersede the existing Agreement and Plan of Merger by and among Parent, Acquisition Sub, the Company and the Representative dated as of September 8, 2011 (the “Prior Merger Agreement”), pursuant to which Parent holds an option to acquire the Company and entered into the initial Loan Documents (as defined below) in connection therewith. If the Stockholder Approval shall not have been obtained by 11:59 p.m. Pacific Standard Time on February 7, 2014, or such other date and time as mutually agreed by Pa
