Luminex Corporation 12212 Technology Blvd. Austin, TX 78727 Attn: Harriss Currie,, Chief Financial Officer Ladies and Gentlemen:Confidentiality Agreement • June 2nd, 2016 • Luminex Corp • Surgical & medical instruments & apparatus • New York
This confidentiality agreement (this “Agreement”) is entered into as of the 6th day of November, 2015, by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Luminex Corporation (“you” or “your”). In connection with your consideration of a possible negotiated transaction (the “Transaction”) with the Company, you have requested and the Company is prepared to make available to you certain Confidential Information (as defined below) regarding the Company. In consideration of your receipt of such information, you agree as follows:
Offer to Purchase for Cash All Outstanding Shares of Common Stock ofMerger Agreement • June 2nd, 2016 • Luminex Corp • Surgical & medical instruments & apparatus
Commodore Acquisition, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Luminex Corporation, a Delaware corporation (“Luminex”), is offering to purchase all shares of the common stock of Nanosphere, Inc., a Delaware corporation (“Nanosphere” or the “Company”), par value $0.01 per share (each, a “Share”), that are issued and outstanding, at a price of $1.70 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer”).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. AND NANOSPHERE, INC.Agreement and Plan of Merger • June 2nd, 2016 • Luminex Corp • Surgical & medical instruments & apparatus
This Second Amendment to the Agreement and Plan of Merger (this “Second Amendment”) is entered into as of June 1, 2016, by and among Nanosphere, Inc., a Delaware corporation, Luminex Corporation, a Delaware corporation, and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Luminex Corporation. All capitalized terms used but not defined herein shall have the meaning assigned to them in that certain Agreement and Plan of Merger, dated May 15, 2016, as amended by that certain First Amendment to the Agreement and Plan of Merger, dated May 22, 2016, by and between the parties hereto (the “Merger Agreement”).
