AGREEMENT AND PLAN OF MERGER BY AND AMONG MESA LABORATORIES, INC., SKY BEARER CORP., AGENA BIOSCIENCE, INC. AND TELEGRAPH HILL PARTNERS MANAGEMENT COMPANY LLC, AS THE SECURITYHOLDERS’ REPRESENTATIVE September 13, 2021Agreement and Plan of Merger • September 14th, 2021 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Delaware
This Agreement and Plan of Merger is made and entered into as of September 13, 2021 (the “Agreement Date”), by and among Mesa Laboratories, Inc., a Colorado corporation (“Acquiror”), Sky Bearer Corp., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), Agena Bioscience, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 2.5, 2.6, 6.8, Article IX and Article X hereof, the Securityholders’ Representative (as defined in this Agreement). Certain capitalized terms used herein have the respective meanings set forth in Exhibit A.
