0001193125-11-014924 Sample Contracts

AGREEMENT AND PLAN OF MERGER among: GENOPTIX, INC., a Delaware corporation; NOVARTIS FINANCE CORPORATION, a New York corporation; and GO MERGER SUB, INC., a Delaware corporation Dated as of January 24, 2011

Agreement and Plan of Merger • January 26th, 2011 • Genoptix Inc • Services-medical laboratories • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 26th, 2011
• Company
  Genoptix Inc
• Industry
  Services-medical laboratories
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 24, 2011, by and among: NOVARTIS FINANCE CORPORATION, a New York corporation (“Parent”); GO MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and GENOPTIX, INC., a Delaware corporation (the “Company”). Certain defined terms used in this Agreement are set forth in Exhibit A.

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • January 26th, 2011 • Genoptix Inc • Services-medical laboratories • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  January 26th, 2011
• Company
  Genoptix Inc
• Industry
  Services-medical laboratories
• Jurisdiction
  Delaware

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 24, 2011, by and among NOVARTIS FINANCE CORPORATION, a New York corporation (“Parent”), GO MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and (“Stockholder”).