AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

Execution Copy            

AGREEMENT AND PLAN OF MERGER

AMONG

MIMEDX, INC.

MMX ACQUISITION CORP.

AND

ALYNX, CO.

DATED AS OF

JANUARY 29, 2008

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) dated as of January 29, 2008, by and among MiMedx, Inc., a Florida corporation (the “ Target ”), Alynx, Co., a Nevada corporation (“ Alynx ”), and MMX Acquisition Corp., a Florida corporation and wholly-owned subsidiary of Alynx (the “ Merger Sub ”). Certain capitalized terms used in this Agreement are defined in ARTICLE XI of this Agreement.

W I T N E S S E T H :

WHEREAS, Alynx desires to acquire Target, and Target desires to be acquired by Alynx through the merger of Merger Sub with and into Target, with Target being the surviving entity pursuant to the terms hereinafter set forth (the “ Merger ”);

WHEREAS, the respective Boards of Directors of Alynx, Merger Sub, and Target have approved and declared advisable the Merger upon the terms and subject to the conditions of this Agreement, and in accordance with Nevada Corporation Law in the case of Alynx and the Florida Business Corporation Act (as amended, the “ Florida Act ”) in the case of Merger Sub and Target;

WHEREAS, the respective Boards of Directors of Alynx, Merger Sub, and Target have determined that the Merger is in furtherance of and consistent with their respective business strategies and is in the best interest of their respective shareholders, and Alynx, as the sole shareholder of Merger Sub, has approved this Agreement and the Merger, and the holders of Target Stock (as defined below) will hold a meeting to approve this Agreement and the Merger prior to the Closing; and

WHEREAS, Alynx, Merger Sub, and Target each intends, for federal income tax purposes, that the Merger contemplated hereby constitute a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

ADOPTION OF AGREEMENT

1.1 The Merger . Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2 herein), in accordance with the relevant provisions of the Florida Act, Merger Sub shall be merged with and into Target, and Target shall be the surviving corporation of the Merger (the “ Surviving Corporation ”). Upon completion of the Merger, the existence of Merger Sub shall cease at the Effective Time as a consequence of the Merger.

1.2 Effective Date and Time of Merger . Upon the terms and subject to the conditions hereof, as soon as practicable after the satisfaction or waiver of the conditions set forth in ARTICLE VII and ARTICLE VIII of this Agreement, Articles of Merger substantially in the

form annexed hereto as EXHIBIT 1.2 (the “ Articles of Merger ”) shall be executed and delivered to the Department of State of the State of Florida in accordance with Section 607.1105 of the Florida Act (the time of such filing being the “ Effective Time ”, and the date of such filing being the “ Effective Date ”).

1.3 Surviving Corporation . Following the Merger, Target shall continue to exist under and be governed by the laws of the State of Florida and shall be the Surviving Corporation.

1.4 Effect of Merger . At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Florida Act. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers, and franchises of the Target and the Merger Sub shall vest in the Surviving Corporation.

1.5 Articles of Incorporation of Surviving Corporation . The Articles of Incorporation of Target, as in effect at the Effective Time, shall continue in full force and effect, and shall be the Articles of Incorporation of the Surviving Corporation.

1.6 Bylaws of Surviving Corporation . The Bylaws of Target, as in effect at the Effective Time, shall continue in full force and effect, and shall be the Bylaws of the Surviving Corporation.

1.7 Directors and Officers of Surviving Corporation . The directors of Target immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation. The officers of Target immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

ARTICLE II.

PLAN OF MERGER

2.1 Conversion .

(a) Conversion of Target Stock . Subject to the provisions of Sections 2.1(e), and (f) and Section 2.3 hereof, at the Effective Time:

(i) each share of Common Stock, par value $.0001 per share, of Target (the “ Target Common Stock ”), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 3.091421 shares of Common Stock, par value $.001 per share, of Alynx (the “ Alynx Common Stock ”) (such conversion rate is hereinafter referred to as the “ Common Conversion Rate ”); and

(ii) each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, each par value $.0001 per share, of Target (the “ Target Preferred Stock ”; and, together with the Target Common Stock, the “ Target Stock ”), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive .20 shares of Series A Preferred Stock, par

value $.001 per share of Alynx, having the rights, preferences, and designations set forth on the Certificate of Designation attached hereto as EXHIBIT 2.1(a) and incorporated herein by reference (the “ Alynx Preferred Stock ” and such conversion rate is hereinafter referred to as the “ Preferred Conversion Rate ”).

All of the shares of Alynx Common Stock issued pursuant to such conversion (including any shares that would have been issued except for the provisions of Sections 2.1(g) and 2.3), together with (x) all shares of Alynx Common Stock issuable upon exercise of the Target Options and Target Warrants and (y) all shares of Alynx Common Stock issuable upon conversion of the Alynx Preferred Stock, shall equal, as near as practicable, approximately ninety-seven percent (97%) of Alynx’s issued and outstanding shares of Common Stock immediately after the Effective Time, calculated without regard to any limitation in the number of shares of Alynx Common Stock authorized by its Articles of Incorporation.

All converted shares of Target Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such converted shares shall thereafter represent the right to receive a certificate (or electronic register) representing that number of shares of Alynx Common Stock or Alynx Preferred Stock (collectively “ Alynx Stock ”) into which such shares of Target Stock were converted in the Merger pursuant to this Agreement.

(b) Conversion of Target Warrants . At the Effective Time, each issued and outstanding warrant to purchase shares of capital stock of Target at the Effective Time (the “ Target Warrants ”), by virtue of the terms thereof and the Merger and without further action, shall be assumed by Alynx and modified so that, in lieu of having the right to acquire such shares of capital stock of Target on exercise of the applicable Target Warrant, the holders thereof shall have the right to acquire that number of shares of Alynx Common Stock equal to (i) that number of shares of Target Stock as have been set forth in the applicable Target Warrant, multiplied by (ii) the Common Conversion Rate. The per share exercise price for the shares of Alynx Common Stock issuable upon exercise of each such assumed Target Warrant shall be equal to the quotient determined by dividing (x) the exercise price per share of Target Stock at which such Target Warrant was exercisable immediately prior to the Effective Time by (y) the Common Conversion Rate, rounded up to the nearest whole cent.

(c) Conversion of Target Options . At the Effective Time, all unexercised and unexpired options to purchase shares of Target Stock then outstanding under any stock option plan of Target at the Effective Time, including the MiMedx, Inc. 2006 Stock Incentive Plan, the MiMedx, Inc. Assumed 2005 Stock Incentive Plan (formerly the SpineMedica Corp. 2005 Stock Incentive Plan), and the MiMedx, Inc. Assumed 2007 Stock Incentive Plan (formerly the SpineMedica Corp. 2007 Stock Incentive Plan), or any other plan, agreement, or arrangement (the “ Target Stock Option Plans ”), whether or not then exercisable (the “ Target Options ”), shall be assumed by Alynx. Each Target Option so assumed by Alynx under this Agreement shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Target Stock Option Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby)), except that: (i) each Target Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Alynx Common Stock equal to (A) the number of shares of Target

Stock issuable upon the exercise of such Target Option immediately prior to the Effective Time, multiplied by (B) the Common Conversion Rate; and (ii) the per share exercise price for the shares of Alynx Common Stock issuable upon exercise of each such assumed Target Option shall be equal to the quotient determined by dividing (X) the exercise price per share of Target Stock at which such Target Option was exercisable immediately prior to the Effective Time by (Y) the Common Conversion Rate, rounded up to the nearest whole cent. The conversion of any Target Options which are “incentive stock options” within the meaning of Section 422 of the Code into options to purchase Alynx Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such Target Options within the meaning of Section 424 of the Code. Continuous employment with Target or its subsidiaries shall be credited to the optionee for purposes of determining the vesting of all assumed Target Options after the Effective Time.

(d) Merger Sub . Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one (1) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation.

(e) Equitable Adjustments . If during the period between the date of this Agreement and the Effective Time the outstanding shares of Alynx Stock or Target Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Conversion Rate shall be correspondingly and equitably adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

(f) Fractional Shares . As a result of the application of the Common Conversion Rate, the holders of Target Common Stock will receive fractional shares of Alynx Common Stock in connection with the Merger. It is contemplated that after the Merger, and subject to the approval of the shareholders of Alynx, Alynx will accomplish a reverse stock split (the “ Proposed Stock Split ”), which shall eliminate such fractional shares and result in the current holders of Target Common Stock owning the same number of shares of Alynx Common Stock as such shareholder owned in the Target immediately prior to the Merger.

(g) Cash Consideration in Limited Circumstances . After the Effective Time, each share of capital stock which previously represented an outstanding share of Target Stock, and which is held by (i) an “accredited investor” (as defined in Rule 501 of Regulation D, promulgated by the SEC under the Securities Act) or (ii) a person who does not qualify as an accredited investor, but who, either alone or together with such person’s purchaser representative, has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment in Alynx Stock and can bear the economic risk of such an investment, shall be converted into the right to receive Alynx Stock as provided in Section 2.1(a). Notwithstanding anything herein to the contrary, if a former holder of Target Stock does not demonstrate to Alynx, in its sole discretion, that such person meets one of the two tests provided for in clauses (i) and (ii) in the preceding sentence, Alynx may elect, in its sole discretion, to cause the Surviving Corporation to pay the fair market value as of the Effective Time, as determined in the reasonable discretion of the Board of

Directors of Alynx, for each share of Target Stock previously held by that person (each, a “ Target Non-Accredited Shareholder ”) in lieu of Alynx Stock.

(h) Cash Dividend to Alynx .

(i) Immediately following the Effective Time, Target will pay a cash dividend in the amount of $250,000 to Alynx , which funds will be used as follows:

(x) first, to the payment in full of the convertible promissory notes (the “ Convertible Promissory Notes ”) in the aggregate amount of $10,000, plus interest and any fees or penalties;

(y) then, to the payment in full of the promissory notes to the president of Alynx and the payment of all other outstanding payables, liabilities and expenses of Alynx, including all expenses incurred in connection with the Merger and the transactions contemplated by this Agreement; and

(z) the remainder shall be paid to Ken Edwards as full consideration for the redemption and cancellation of 20,000,000 shares of Alynx Common Stock.

(ii) Immediately following the Effective Time, Target shall cause to be deposited into the client trust account of counsel for Alynx the $250,000 cash dividend referenced in Section 2.1(h)(i) above with irrevocable instructions mutually agreeable to Alynx and Target to distribute such funds as provided in Sections 2.1(h)(i)(x), 2.1(h)(i)(y), and 2.1(h)(i)(z) above.

(i) Assumption of Registration Rights Agreement . At the Effective Time, Alynx shall assume and agree to satisfy, discharge and perform in due course all of Target’s obligations under the Amended and Restated Registration Rights Agreement dated July 23, 2007 by and between the Target and the holders of the Target Preferred Stock.

2.2 Reservation of Shares for Target Warrants and Target Options . Alynx shall retain and reserve that number of authorized but unissued shares of Alynx Common Stock that shall be issuable upon the exercise of the Target Warrants and the Target Options at any given time until their respective exercise, conversion, or termination, as applicable, subject to the maximum number of shares authorized to be issued by Alynx.

2.3 Dissenter Shareholders . Any holder of shares of Target Stock issued and outstanding immediately prior to the Effective Time, with respect to which dissenters’ rights, if any, are available by reason of the Merger pursuant to Section 607.1302 of the Florida Act, who has not voted in favor of the Merger or consented thereto in writing and who complies with the requirements of Section 607.1300 et seq. of the Florida Act (the “ Target Dissenting Shares ”) shall not be entitled to receive any Alynx Stock pursuant to this ARTICLE II, unless such holder (the “ Target Dissenting Shareholder(s) ”) fails to perfect, effectively withdraws or loses its dissenters’ rights under the Florida Act. Each Target Dissenting Shareholder shall be entitled to receive only such rights as are granted under Section 607.1300 et seq. of the Florida

Act. If any Target Dissenting Shareholder fails to perfect, effectively withdraws or loses such dissenters’ rights under the Florida Act, such holder shall no longer be deemed a Target Dissenting Shareholder and such holder’s Target Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive that class and number of shares of Alynx Stock to which such shares of Target Stock are entitled pursuant to this ARTICLE II, in each case without interest. Prior to the Effective Time, Target shall give Alynx prompt notice of any written demands for appraisal pursuant to Section 607.1321 of the Florida Act received by Target, withdrawals of any such written demands and any other documents or instruments received by Target in connection therewith. Prior to the Effective Time, Target shall not, except with the prior written consent of Alynx, which consent shall not unreasonably be withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any payments made with respect to Target Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property shall be provided by Target, Alynx or Merger Sub for such payment.

2.4 Conversion of Shares of Target Stock . The manner of converting shares of Target Stock into shares of Alynx Stock in accordance with ARTICLE II above shall be as follows:

(a) From and after the Effective Time, Alynx (either directly or through its transfer agent) shall act as exchange agent in effecting the conversion of certificates representing shares of Target Stock pursuant to Section 2.1(a) hereof. Alynx will record and maintain an electronic register of the shares of Alynx Stock issued to each holder of shares of Target Stock other than a Target Dissenting Shareholder or a Target Non-Accredited Shareholder (each, a “ Participating Shareholder ”) in connection with the Merger. After the Proposed Stock Split is completed, or at such earlier time as the Alynx Stock issued in the Merger may be freely sold under applicable securities laws, Alynx (either directly or through its transfer agent) shall cause certificates representing shares of Alynx Stock to be distributed to each Participating Shareholder who has surrendered to Alynx certificates which prior to the Effective Time represented shares of Target Stock, all in accordance with the provisions of this ARTICLE II. Upon the surrender by Participating Shareholders, the certificates which prior to the Effective Time represented outstanding shares of Target Stock shall forthwith be canceled. Until so surrendered and exchanged, each such certificate representing shares of Target Stock shall be deemed for all purposes to evidence only a right to receive shares of Alynx Stock as provided herein, and the holders of such certificates after the Effective Time shall no longer be deemed for any purpose to be holders of shares of Target Stock or the Surviving Corporation.

(b) Participating Shareholders shall, for all purposes (except for the payment of possible dividends or other distributions by Alynx which shall be withheld until the exchange of certificates pursuant to Section 2.4(a) hereof), be deemed to be shareholders of Alynx, as of the Effective Time, irrespective of whether they have received their certificates representing shares of Alynx Stock.

(c) Promptly after the Effective Time, Alynx (either directly or through its transfer agent), on behalf of the Surviving Corporation and Alynx, shall cause to be mailed to each holder of record of certificates which immediately prior to the Effective Time represented shares of Target Stock a form of letter of transmittal and instructions for use in surrendering such certificates and (i) with respect to a Participating Shareholder, receiving certificates

representing shares of Alynx Stock, or (ii) with respect to a Target Non-Accredited Shareholder or a Target Dissenting Shareholder, receiving such consideration as provided for in Section 2.1(g) and 2.3, respectively.

2.5 Notice of Change in Terms of Target Warrants and Options . Promptly after the Effective Time, Alynx shall mail to each holder of Target Warrants and Target Options a notice of the terms of their respective securities as a result of the Merger.

2.6 Restricted Stock . The Alynx Stock to be issued pursuant to the Merger shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Alynx Stock to be issued pursuant to the Merger shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF THE COMPANY’S LEGAL COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

ARTICLE III.

CLOSING

3.1 Closing Date . Immediately following the Effective Time, the closing of the Merger and the consummation of the other transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Womble Carlyle Sandridge & Rice, PLLC, 1201 West Peachtree Street, Suite 3500, Atlanta, Georgia 30309 at 5:00 p.m., eastern time, on February 8, 2008 or as soon as practicable after the satisfaction or waiver of the conditions set forth in ARTICLE VII and ARTICLE VIII of this Agreement, or such other date, time and place as each of the parties hereto may otherwise agree in writing (the “ Closing Date ”).

3.2 Execution of Merger Documents . On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing the Articles of Merger, together with any required, related certificates, with the Department of State of the State of Florida, in such form as required by, and executed in accordance with the relevant provisions of, the Florida Act. The Merger shall be effective as of the Effective Time.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF TARGET

Target represents and warrants to Alynx that all of the statements contained in this ARTICLE IV are true as of the date of this Agreement (or, if made as of a specified date, as of such date)

except, in each case, as (a) set forth in the schedules attached to this Agreement (the “ Disclosure Schedules ”); or (b) as otherwise provided in this Agreement. For purposes of the representations and warranties of Target contained in this ARTICLE IV, disclosure in any section of the Disclosure Schedules of any facts or circumstances shall be deemed to be an adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Target calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more or all of such representations or warranties, if it is reasonably apparent on the face of the Disclosure Schedules that such disclosure is applicable. The inclusion of any information in any section of the Disclosure Schedules by Target shall not be deemed to be an admission or evidence of materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.

4.1 Due Incorporation; Foreign Qualification .

(a) Target is a corporation and SpineMedica is a limited liability company, each duly organized, validly existing and in good standing under the laws of the State of Florida, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. To the Knowledge of Target, each Target Party is qualified or licensed to do business and is in good standing as a foreign company in each jurisdiction where the nature of the properties owned, leased or operated by it and the business transacted by it requires such qualification or licensing, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Target Material Adverse Effect. True, correct and complete copies of the Articles of Incorporation and Bylaws or other applicable organizational documentation of each of the Target Parties, each as amended or restated as of the date hereof, have been, or prior to the Closing Date shall have been, delivered to Alynx. Except for the ownership by Target of all of the membership interests in SpineMedica, neither of the Target Parties has any wholly or partially owned subsidiaries, or owns any economic, voting or management interests in any other Person.

4.2 Due Authorization . Subject to the Shareholder Approval, Target has full power and authority to enter into this Agreement, the Articles of Merger and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Target of this Agreement have been duly and validly approved and authorized by the Board of Directors of Target, and, other than the Shareholder Approval, no other actions or proceedings on the part of Target are necessary to authorize this Agreement, the Articles of Merger and the transactions contemplated hereby and thereby. Target has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Target, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other laws from time to time in effect which affect creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3 Consents; Non-Contravention .

(a) Except for the filing of the Articles of Merger with the appropriate authorities pursuant to the Florida Act, filings required by applicable federal and state securities

laws, and the requirement to obtain Shareholder Approval, no permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by Target of this Agreement or the Articles of Merger, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by Alynx following the Effective Time of the respective businesses currently conducted by the Target Parties.

(b) Except as would not result in a Target Material Adverse Effect, the execution, delivery and performance by Target of this Agreement and the Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any Target Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of any Target Party under any Contract to which any Target Party is a party or by which any Target Party or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of any Target Party or indebtedness secured by any Target Party’s assets or properties; (v) violate or conflict with any provision of the Articles of Incorporation or Bylaws of Target; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of any Target Party except as provided for in this Agreement.

4.4 Capitalization . The authorized capital stock of Target consists of 60,000,000 shares of Target Common Stock and 25,000,000 shares of Target Preferred Stock, of which 11,250,000 shares are designated Series A Preferred Stock, 6,000,000 shares are designated Series B Preferred Stock and 2,000,000 shares are designated Series C Preferred Stock. On the date hereof, there are issued and outstanding 16,912,317 shares of Target Common Stock, 11,212,800 shares of Series A Preferred Stock, 5,922,398 shares of Series B Preferred Stock, 1,285,001 shares of Series C Preferred Stock, 3,958,750 Target Options, and 709,331 Target Warrants. All of the issued and outstanding shares of Target Stock are validly issued, fully paid and non-assessable and the issuance thereof was not subject to preemptive rights or was issued in compliance therewith. Target is the sole member of, and the beneficial and record owner of all issued and outstanding membership interests in, SpineMedica.

4.5 Financial Statements . The Target Financial Statements have been delivered to Alynx. The Target Financial Statements have been prepared from, are in accordance with and accurately reflect the books and records of the respective Target Parties and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be stated in the notes thereto and provided that the unaudited Target Financial Statements do not reflect year-end closing adjustments and procedures and do not contain explanatory notes) and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows as of the times and for the periods covered therein. The Target Financial Statements do not reflect any transactions which are not bona fide transactions and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. The Target Financial Statements make full and adequate disclosure of, and provision for, all material obligations and liabilities of the respective Target Parties as of the date

thereof. There are no significant deficiencies or material weaknesses in the design or operation of any Target Party’s internal controls which would adversely affect such Target Party’s ability to record, process, summarize and report financial data.

4.6 No Adverse Effect . Since the date of the Target Financial Statements, neither Target Party has suffered any Target Material Adverse Effect.

4.7 Liabilities . Except to the extent reflected in the Target Financial Statements, neither Target Party has any material debts, liabilities or obligations of any nature other than debts, liabilities or obligations incurred subsequent to the date of the Target Financial Statements in the ordinary course of business.

4.8 Contracts . SCHEDULE 4.8 lists all the Target Material Contracts. Target has made available to Alynx true and complete copies of each Target Material Contract and a written description of each oral arrangement constituting a Target Material Contract.

4.9 Tax Matters .

(a) “ Taxes ”, as used in this Agreement, means any federal, state, county, local or foreign taxes, charges, fees, levies, or other assessments, including all net income, gross income, sales and use, ad valorem, transfer, gains, profits, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, license, estimated, stamp, custom duties, severance or withholding taxes or charges imposed by any Governmental Authority, and includes any interest and penalties (civil or criminal) on or additions to any such taxes and any expenses incurred in connection with the determination, settlement or litigation of any tax liability. “ Tax Return ”, as used in this Agreement, means a report, return or other information required to be supplied to a Governmental Authority with respect to Taxes including, where permitted or required, combined or consolidated returns for any group of entities.

(b) No Target Party has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Target is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

(c) Each of the Target Parties has duly and timely filed with the appropriate Tax authorities or other Governmental Entities all Tax Returns required to be filed. All such Tax Returns are complete and accurate in all material respects. All Taxes shown as due on such Tax Returns have been timely paid.

(d) The unpaid Taxes of the Target Parties: (i) did not, as of the dates of their respective most recent financial statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets contained in such financial statements; and (ii) shall not exceed that reserve as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Target Parties in filing its Tax Returns.

(e) (i) No deficiencies for Taxes with respect to any Target Party have been claimed, proposed or assessed by a Tax authority or other Governmental Authority; (ii) no audit or other proceeding for or relating to any liability in respect of Taxes of any Target Party is being conducted by any Tax authority or Governmental Authority, and no Target Party has received notification in writing that any such audit or other proceeding is pending; and (iii) neither Target Party nor any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(f) There are no Tax Liens upon any property or assets of any Target Party except: (i) Liens for current Taxes not yet due and payable; and (ii) Liens for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP.

(g) Each Target Party has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party.

(h) No Target Party is currently the beneficiary of any extension of time within which to file any material Tax Return.

(i) No claim has ever been made with respect to a Target Party by an authority in a jurisdiction where that Target Party does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(j) No Target Party has liability for the Taxes of any Person (other than members of the affiliated group of which Target is the common parent): (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law); (ii) as a transferee or successor; (iii) by contract; or (iv) otherwise.

(k) No Target Party has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii) of the Code.

(l) No Target Party has not been a party to any distribution occurring during the two years preceding the date of this Agreement in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable.

(m) No Target Party is a party to any Contract, plan or arrangement, under which it is obligated to make or to provide, or could be become obligated to make or to provide, a payment or benefit that would be nondeductible under Section 280G of the Code.

(n) No Target Party is a party to, bound by and does not have any obligation under any Tax sharing, Tax allocation or Tax indemnity agreement or similar contract or arrangement.

(o) No Target Party (nor their respective Affiliates) has received any Tax Rulings (as defined below) or entered into any Closing Agreements (as defined below) with any Tax authority that would have a continuing material adverse effect after the Effective Time. “ Tax Ruling ”, as used in this Agreement, shall mean a written ruling of a taxing authority

relating to Taxes. “ Closing Agreement ”, as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

4.10 Reorganization Treatment .

(a) Assets . At the Effective Time, Target will hold at least 90 percent of the fair market value of its net assets and at least 70 percent of the fair market value of its gross assets held immediately prior to the Effective Time. For purposes of this representation, amounts paid by the Surviving Corporation to holders of Target Dissenting Shares and, pursuant to Section 2.1(g), holders of Target Stock and amounts used by Target or the Surviving Corporation to pay Merger expenses, in each case, will be treated as constituting assets of Target immediately prior to the Effective Time.

(b) Business . Each Target Party currently conducts a business. Such business is such Target Party’s “historic business” within the meaning of Treasury Regulations Section 1.368-1(d), and no assets of such Target Party have been sold, transferred, or otherwise disposed of that would prevent Alynx from continuing the “historic business” of each Target Party or from using a “significant portion” of each Target Party’s “historic business assets” in a business following the Merger, as such terms are used in Treasury Regulations Section 1.368-1(d).

(c) Investment Company . No Target Party is an “investment company” as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.

(d) Redemptions and Distributions . Neither Target nor any person related to Target within the meaning of Treasury Regulations Sections 1.368-1(e)(3), (e)(4) and (e)(5) has purchased, redeemed or otherwise acquired, or made any distributions with respect to, any of Target’s stock prior to or in contemplation of the Merger, or otherwise as part of a plan of which the Merger is a part.

(e) Dividends . At the Effective Time, there will be no accrued but unpaid dividends on Target Stock.

(f) Control . In the Merger, stock of Target representing “control” of Target (within the meaning of Section 368(c) of the Code) will be exchanged solely for “voting stock” of Alynx (within the meaning of Sections 368(a)(1)(B) and (2)(E) of the Code).

4.11 Environmental . To the Knowledge of Target, each Target Party is in compliance in all material respects with all applicable federal, state and local laws and regulations governing the environment, public health and safety and employee health and safety (including all provisions of the Occupational Safety and Health Act (“ OSHA ”)) and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against any Target Party and, to the Knowledge of Target, no such charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice is pending or threatened in writing.

4.12 Litigation . There are no actions, suits, arbitrations, regulatory proceedings or other litigation, proceedings or governmental investigations pending or, to the Knowledge of Target, threatened against any Target Party or any of their respective officers or directors in their capacity as such, or any of their respective properties or businesses, and Target has no Knowledge of any

facts or circumstances which may reasonably be likely to give rise to any of the foregoing. No Target Party is subject to any order, judgment, decree, injunction, stipulation or consent order of or with any court or other Governmental Authority. No Target Party has entered into any agreement to settle or compromise any proceeding pending or threatened in writing against it which has involved any obligation for which any Target Party has any continuing obligation. There are no claims, actions, suits, proceedings, or investigations pending or, to the Knowledge of Target, threatened by or against any Target Party with respect to this Agreement or the Articles of Merger, or in connection with the transactions contemplated hereby, and Target has no reason to believe there is a valid basis for any such claim, action, suit, proceeding or investigation.

4.13 Conflict of Interest . Except as a holder of Target securities, to the Knowledge of Target, no Person affiliated with any Target Party has or will have any claims or rights with respect to any direct or indirect interest in any tangible or intangible property used in the business or operations of any Target Party.

4.14 Compliance with Laws . No Target Party is subject to or in default of any order of any court, Governmental Authority or other agency or arbitration board or tribunal to which it is or was subject within the past two years. No Target Party is in violation of any Laws (including, but not limited to, those relating to environmental, safety, building, product safety or health standards or labor or employment matters) to which it is or was subject within the past two years, except in each case as would not individually or in the aggregate have a Target Material Adverse Effect. The businesses of the Target Parties are currently being conducted, and at the Closing Date will be conducted, in material compliance with Applicable Law, except to the extent failure, individually or in the aggregate, would not have a Target Material Adverse Effect.

4.15 Broker Fees . Except as disclosed on SCHEDULE 4.15 , no Target Party has used any broker or finder in connection with the transactions contemplated by this Agreement and, to the Knowledge of Target, Alynx has not and will not have any liability or otherwise suffer or incur any loss as a result of or in connection with any brokerage or finder’s fee or other commission payable as a result of any actions taken by the Target Parties with respect to any broker or finder in connection with the Merger contemplated by this Agreement.

4.16 Board Approval . The Board of Directors of Target, at a meeting duly called and held prior to execution of this Agreement, duly adopted resolutions, unanimously approved by those directors present at such meeting: (a) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby (such approvals having been made in accordance with the Florida Act); (b) determining that the terms of the Merger are fair to and in the best interests of Target and its shareholders; (c) recommending that the shareholders of Target approve and adopt this Agreement and the Merger; and (d) adopting this Agreement, which resolutions have not been modified, supplemented or rescinded and remain in full force and effect.

4.17 Target Party Disclosure Documents . The Target Party Disclosure Documents have been delivered to Alynx. To the Knowledge of Target, as of their respective dates, the Target Party Disclosure Documents did not contain a misstatement of a material fact o