AGREEMENT AND PLAN OF MERGER AMONG ONCOCYTE CORPORATION, CANCER DX SUB, INC., INSIGHT GENETICS, INC. THE SHAREHOLDERS WHO BECOME A PARTY HERETO, AND paul a. dahlhauser, as the Equityholder Representative Dated as of January 10, 2020Agreement and Plan of Merger • February 5th, 2020 • OncoCyte Corp • In vitro & in vivo diagnostic substances • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 10, 2020, is made and entered into by and among: (i) Oncocyte Corporation, a California corporation (“Parent”); (ii) Cancer DX Sub, Inc., a Tennessee corporation and wholly-owned subsidiary of Parent (“Merger Sub”); (iii) Insight Genetics, Inc., a Tennessee corporation (the “Company”); (iv) the Shareholders party to this Agreement pursuant to the execution of a Joinder Agreement (including any holder of Options or Warrants who delivers an Option Exercise Agreement or Warrant Exercise Agreement, as applicable, in accordance with Section 2.09); and (v) Paul A. Dahlhauser, solely in such Person’s capacity as Equityholder Representative (the “Equityholder Representative” and collectively, with Parent, Merger Sub, the Company and the Shareholders, the “Parties” and each a “Party”).
