AGREEMENT AND PLAN OF MERGER

Exhibit 10.25

AGREEMENT AND PLAN OF MERGER

by and among

SPINEMEDICA CORP.,

SPINEMEDICA, LLC

and

MIMED _X , INC.

Effective as of the 23 ^rd day of July 2007

Table of Contents

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ii

Exhibits to

Agreement and Plan of Merger

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Schedules to

Agreement and Plan of Merger

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into on or effective as of the 23rd day of July 2007 by and among SPINEMEDICA CORP ., a Florida corporation with its principal offices at 112 Krog Street, Suite 5, Atlanta, Georgia 30307 (“SpineMedica”); SPINEMEDICA, LLC , a Florida limited liability company with its principal offices at 1234 Airport Road, Suite 105, Destin, Florida 32541 (“Acquisition Company”); and MIMEDX, INC ., a Florida corporation with its principal offices at 1234 Airport Road, Suite 105, Destin, Florida 32541 (“MiMed _x ;” together with SpineMedica and Acquisition Company, the “Parties”).

WITNESSETH:

WHEREAS , the Parties intend that, subject to the terms and conditions set forth herein, SpineMedica will merge with and into Acquisition Company in a forward merger (the “Merger”), with Acquisition Company as the Surviving Entity of the Merger, all pursuant to the terms and conditions of this Agreement, the Certificate of Merger substantially in the form of Exhibit A attached hereto (the “Certificate of Merger”), and the applicable provisions of the laws of Florida.

WHEREAS , upon the effectiveness of the Merger, all the outstanding capital stock of the SpineMedica will be converted into capital stock and securities of MiMed _x , in the manner and on the basis determined herein and as provided in the Certificate of Merger.

WHEREAS , the Merger is intended to be treated as a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE , in consideration of the foregoing premises and the following mutual covenants and promises herein contained, the Parties, each intending legally to be bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

As used herein, the following terms shall have the following meanings unless the context otherwise requires:

“Acquisition Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Acquisition Company LLC Interests” has the meaning set forth in Section 2.2 hereof.

“Affiliate” means any Person which is controlled by, in control of, or under common control with any other Person.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“Assets” means the tangible and intangible property owned or used by SpineMedica as of the Closing Date in connection with the Business including, without limitation, the following:

(i) all work-in-process of SpineMedica;

(ii) all of SpineMedica’s rights with respect to prepaid expenses relating to the Business;

(iii) SpineMedica’s rights under all executory or continuing agreements and other contracts or commitments entered into in the Ordinary Course of Business and to which SpineMedica is a party or in respect of which SpineMedica is entitled to any consideration, compensation or benefit;

(iv) the furniture, fixtures, equipment, leasehold improvements, inventories of materials and supplies, telecom, technology and computer equipment and hardware, telephone and telephone switching equipment, owned software and software documentation developed or acquired by SpineMedica, and other personal property and tangible assets;

(v) with respect to the Business, all records of any kind and type in the possession of SpineMedica, including, but not limited to, copies of SpineMedica’s tax returns, books of account, financial statements, general ledgers, and accounting software, stock records, corporate charter and seals, minute books, and other similar corporate materials and documents;

(vi) all intangible property rights of SpineMedica related to the Business and all goodwill related thereto;

(vii) all trade names, trademarks, service names, service marks, copyrights, patents, know-how and other intellectual property owned by SpineMedica or used in connection with the Business (including any and all applications, registrations, extensions and renewals relating thereto) and all rights associated therewith; and

(viii) such rights as SpineMedica has to use its present telephone numbers related to the Business from and after the Closing Date.

“Assumed Option” has the meaning set forth in Section 2.4 hereof.

“Assumed Warrant” has the meaning set forth in Section 2.5 hereof.

“Business” means the medical technology business presently conducted by SpineMedica, and as the same is hereafter conducted following the Merger or any successor thereto.

“Certificate of Merger” has the meaning set forth in the recitals hereto.

“Closing” means the consummation of the transactions provided for in this Agreement.

“Closing Date” has the meaning set forth in Section 3.1 hereof.

“Code” has the meaning set forth in the recitals hereto.

“Common Counterpart Signature Page” has the meaning set forth in Section 2.9(a) hereof.

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“Dissenting Shareholder” has the meaning set forth in Section 2.9(b) hereof.

“Effective Date” has the meaning set forth in the introductory paragraph of Article II hereof.

“Effective Time” has the meaning set forth in the introductory paragraph of Article II hereof.

“Employee Benefit Plan” means any (a) nonqualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan, (b) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan, or (d) Employee Welfare Benefit Plan or material fringe benefit plan or program.

“Employee Pension Benefit Plan” has the meaning set forth in Section 3(2) of ERISA.

“Employee Welfare Benefit Plan” has the meaning set forth in Section 3(1) of ERISA.

“Encumbrance” shall mean any mortgage, lien, security interest, pledge, encumbrance, restriction on use, voting or transferability, defect of title, charge or claim of any nature whatsoever on any property or property interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“FBCA” means the Florida Business Corporation Act.

“Financial Statements” means the audited financial statements of SpineMedica for the twelve-month period ending March 31, 2007.

“GAAP” means generally accepted accounting principles, in the United States, consistently applied.

“Governmental Entity” means any federal, territorial, state, or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative commission or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“Indebtedness” means (a) any obligation for borrowed money or the deferred purchase price of property (including under leases required to be capitalized under GAAP), (b) any liability secured by any Encumbrance upon any property or Assets of SpineMedica, or (c) any liability of others of the type described in the preceding clause (a) or (b) in respect of which there has been incurred, assumed or acquired a liability by means of a guaranty.

“Knowledge” means that, with respect to any particular fact or matter, a Person (or such Person’s Representative) is actually aware of such fact or other matter.

“Lease” and “Leases” have the meanings set forth in Section 4.1(m) hereto.

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“Liability” means any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due).

“Material Adverse Effect” means an effect that is materially adverse to the Business (including the continued conduct of the operation thereof in the manner currently conducted), the Assets or the financial condition or results of operation of any Person, taken as a whole; provided that none of the following will be deemed in itself, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been or will be, a Material Adverse Effect: any adverse effect attributable to (i) any change in accounting principles or requirements, or any change in laws or interpretation thereof; (ii conditions affecting the industry in which the Person participates, the U.S. economy as a whole or the capital markets in general or the markets in which the Person operates; or (iii the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or acts of terrorism directly or indirectly involving the United States of America so long as in the case of clauses (i), (ii) and (iii), such effects do not adversely affect the Person in a disproportionate manner relative to their similarly situated participants in the industries in which they operate.

“Merger” has the meaning set forth in the recitals hereto.

“Merger Consideration” has the meaning set forth in Section 2.1(b) hereof.

“MiMed _x ” has the meaning set forth in the introductory paragraph to this Agreement.

“MiMed _x Common Shareholders’ Agreement” means the Amended and Restated Common Stock Shareholders’ Agreement of MiMed _x attached hereto as Exhibit D.

“MiMed _x Common Stock” means the common stock of MiMed _x , with a par value of $0.0001 per share.

“MiMed _x Preferred Shareholders’ Agreement” means the Amended and Restated Preferred Shareholders’ Agreement of MiMed _x attached hereto as Exhibit E.

“MiMed _x Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement of MiMed _x attached hereto as Exhibit F.

“MiMed _x Series B Convertible Preferred Stock” means the Series B Convertible Preferred Stock of MiMed _x , with a par value of $0.0001 per share, having the rights, powers, preferences, privileges and restrictions set forth in the Restated Articles of Incorporation.

“MiMed _x Share” and “MiMed _x Shares” means all shares of MiMed _x Common Stock or MiMed _x Series B Convertible Preferred Stock.

“Note” has the meaning set forth in Section 2.11 hereof.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

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“Parties” has the meaning set forth in the introductory paragraph to this Agreement.

“Person” means any individual, corporation, partnership, joint venture, trust, business association, organization, governmental authority or other entity.

“Preferred Counterpart Signature Page” has the meaning set forth in Section 2.9(a) hereof.

“Property” means the real property located at (i) 112 Krog Street, Suite 5, Atlanta, Georgia 30307 and (ii) 811 Livingston Court, Suite B, Marietta, Georgia 30067.

“Representatives” means, as to any Person, its accountants, attorneys, consultants, officers, directors, employees, agents and other advisers and representatives retained by such Person.

“Restated Articles of Incorporation” means the Amended and Restated Articles of Incorporation of MiMed _x to be filed on the Closing Date, in the form attached hereto as Exhibit B.

“SpineMedica” has the meaning set forth in the introductory paragraph to this Agreement.

“SpineMedica Certificate” has the meaning set forth in Section 2.9(a) hereof.

“SpineMedica Common Stock” means the common stock of SpineMedica, with a par value of $0.00 1 per share.

“SpineMedica Preferred Stock” means the preferred stock of SpineMedica, with a par value of $0.00 1 per share.

“SpineMedica Series A Convertible Preferred Stock” means the Series A Convertible Preferred Stock of SpineMedica, with a par value of $0.00 1 per share.

“SpineMedica Share” and “SpineMedica Shares” means all shares of SpineMedica Common Stock or SpineMedica Series A Convertible Preferred Stock.

“SpineMedica Shareholders” means all of the holders of SpineMedica Common Stock and SpineMedica Series A Convertible Preferred Stock immediately prior to the Effective Time as set forth in Schedule 2.1 attached hereto.

“SpineMedica Stock Option” has the meaning set forth in Section 2.4 hereof. “SpineMedica Warrant” has the meaning set forth in Section 2.5 hereof.

“Surviving Entity” has the meaning set forth in Section 2.6 hereof.

“Tax” means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, stamp, excise, occupation, sales, use, transfer, value added, alternative minimum,

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estimated or other tax, including any interest, penalty or addition thereto, whether disputed or not.

“Warrants” has the meaning set forth in Section 2.1(b) hereof.

ARTICLE II.

THE MERGER

Subject to the terms and conditions of this Agreement, the Certificate of Merger will be filed with the Secretary of State of the State of Florida on the Closing Date. The date and time that the Certificate of Merger are filed with the Florida Secretary of State and the Merger thereby becomes effective will be referred to in this Agreement as the “Effective Date” and the “Effective Time,” respectively. Subject to the terms and conditions of this Agreement and the Certificate of Merger, SpineMedica will be merged with and into Acquisition Company in a statutory merger pursuant to the Certificate of Merger and in accordance with applicable provisions of Florida law as follows:

Section 2.1 Conversion of SpineMedica Stock . As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of Acquisition Company or SpineMedica:

(a) Each share of SpineMedica Common Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and at the Effective Time, be converted into the right to receive one validly issued, fully paid, and non-assessable share of MiMed _x Common Stock.

(b) Each share of SpineMedica Series A Convertible Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and at the Effective Time, be converted into the right to receive: (i) one validly issued, fully paid, and non-assessable share of MiMed _x Series B Convertible Preferred Stock and (ii) a warrant for the right to purchase one share of MiMed _x Common Stock, with an exercise price of $0.01 per share. The warrants issuable pursuant to clause (ii) (the “Warrants”) shall be in the form attached hereto as Exhibit C .

The MiMed _x Common Stock issuable pursuant to Subsection (a) and MiMed _x Series B Convertible Preferred Stock and Warrants issuable pursuant to Subsection (b), are referred to in this Agreement as the “Merger Consideration.” Attached hereto as Schedule 2.1 is a list of the name, last known mailing address, Social Security Number or, if applicable, Employer Identification Number and number of SpineMedica Shares held by each SpineMedica Shareholder as of the date hereof. In the event that SpineMedica is unable to provide the Social Security Number or Employer Identification Number of any SpineMedica Shareholder, it shall send a Form W-9 to such Person at their last known address with instructions to complete and return such form to SpineMedica.

(c) All shares of SpineMedica Common Stock that immediately prior to the Effective Time are held in the treasury of SpineMedica or owned by SpineMedica shall be

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canceled and retired and no capital stock of MiMed _x , cash, or other consideration shall be paid or delivered in exchange therefor.

Section 2.2 Treatment of Acquisition Company Ownership . Each limited liability company interest of Acquisition Company (“Acquisition Company LLC Interest”) that is issued and outstanding immediately prior to the Effective Time, will remain issued and outstanding, which shall be the only capital of Acquisition Company issued and outstanding immediately after the Effective Time.

Section 2.3 Fractional Shares . De minimis adjustments may be made to the relative amounts of MiMed _x Shares to avoid fractional shares of MiMed _x capital stock being issued.

Section 2.4 SpineMedica Stock Options . At the Effective Time, each stock option to purchase shares of SpineMedica Common Stock (each a “SpineMedica Stock Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (each, an “Assumed Option”), shall be assumed by MiMed _x . Each Assumed Option shall be converted into an option to acquire that number of shares of MiMed _x Common Stock equal to the number of shares of SpineMedica Common Stock subject to such SpineMedica Stock Option. Each Assumed Option shall have a exercise price per share equal to the per share exercise price of the SpineMedica Common Stock subject to such Assumed Option. Each Assumed Option shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective SpineMedica Stock Option immediately prior to the Effective Time. It is the intention of the Parties that each Assumed Option that qualified as a United States-based incentive stock option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time. MiMed _x shall take all corporate action necessary to reserve for issuance a sufficient number of shares of MiMed _x Common Stock for issuance upon exercise of all Assumed Options assumed in accordance with this Section 2.4.

Section 2.5 SpineMedica Warrants . Except for the warrant issued to MiMed _x that will be terminated immediately after the Effective Time as set forth in Section 2.11, at the Effective Time, each warrant to purchase, acquire or otherwise receive SpineMedica Shares, excluding SpineMedica Stock Options (each a “SpineMedica Warrant”), that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (each, an “Assumed Warrant”), shall be assumed by MiMed _x . Each Assumed Warrant shall be converted into a warrant to acquire that number of MiMed _x Shares equal to the number of SpineMedica Shares subject to such SpineMedica Warrant. Each Assumed Warrant shall have a exercise price per share equal to the per share exercise price of the SpineMedica Shares subject to such Assumed Warrant. Each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective SpineMedica Warrant immediately prior to the Effective Time. MiMed _x shall take all corporate action necessary to reserve for issuance a sufficient number of MiMed _x Shares for issuance upon exercise of all Assumed Warrants assumed in accordance with this Section 2.5.

Section 2.6 Effects of the Merger . At the Effective Time: (a) the separate existence of SpineMedica will cease, SpineMedica will be merged with and into Acquisition Company, and Acquisition Company will be the surviving entity pursuant to the terms of the Certificate of

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Merger (the “Surviving Entity”); (b) the Articles of Organization and Operating Agreement of Acquisition Company will be the Articles of Organization and Operating Agreement of the Surviving Entity; (c) each Acquisition Company LLC Interest outstanding immediately prior to the Effective Time will remain outstanding as provided in Section 2.2 above; (d) a Board of Managers consisting of three managers, which initially shall be R. Lewis Bennett, Steve Gorlin and Thomas D’Alonzo will be appointed immediately after the Effective Time to manage the Surviving Entity, and the officers of SpineMedica in effect at the Effective Time will be the officers of Surviving Entity; (e) each SpineMedica Share outstanding immediately prior to the Effective Time will be converted as provided in Section 2.1; and (f) the Merger will, at and after the Effective Time, have all of the effects provided by applicable law.

Section 2.7 Tax-Free Reorganization . The Parties intend to adopt this Agreement as a tax-free plan of reorganization and to consummate the Merger in accordance with the provisions of Section 368(a)(1)(A) of the Code. The Parties believe that the value of the non-cash consideration to be received by the SpineMedica Shareholders in the Merger is equal to the value of the SpineMedica Shares to be surrendered in exchange therefor. The MiMed _x Shares and Warrants issued in connection with the Merger will be issued solely in exchange for SpineMedica Shares, and no other transaction other than the Merger represents, provides for or is intended to be an adjustment to, the consideration paid for the SpineMedica Shares. MiMed _x represents now, and as of the Closing, that (i) it presently intends to continue SpineMedica’s historic business or use a significant portion of the SpineMedica’s business assets in a business and (ii) it has not and does not intend to take any action resulting in the treatment of Acquisition Company as other than a disregarded entity for federal income tax purposes. SpineMedica acknowledges that it has received its own independent tax advice and counsel with respect to the Merger and the transactions contemplated herein and is not relying on representations made by MiMed _x or its counsel, accountants or advisors with respect thereto.

Section 2.8 Restricted Shares . The MiMed _x Shares to be issued to the SpineMedica Shareholders in connection with the Merger, including the shares of MiMed _x Common Stock issuable upon exercise of the Warrants, have not been registered with the Securities and Exchange Commission, and therefore may not be sold by the SpineMedica Shareholders except pursuant to an exemption from registration. SpineMedica understands that all certificates for MiMed _x Shares issued to the SpineMedica Shareholders may bear one or more legends as MiMedx deems necessary to comply with applicable state and federal securities laws and any legend required by the MiMed _x Common Shareholders’ Agreement, the MiMed _x Preferred Shareholders’ Agreement or any other agreement of MiMed _x to which a SpineMedica Shareholder will be a party.

Section 2.9 Delivery of SpineMedica Certificates and Payment of Merger Consideration .

(a) Subject to the provisions of this Section 2.9, on the Effective Date, each holder of a certificate which formerly represented SpineMedica Shares outstanding immediately prior to the Effective Time (each, a “SpineMedica Certificate”) shall be entitled, upon surrender thereof to MiMed _x , to receive the Merger Consideration on the terms set forth in this Agreement. At the Closing or any time thereafter, each of the SpineMedica Shareholders shall surrender to MiMed _x the SpineMedica Certificates representing the SpineMedica Shares held by such

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SpineMedica Shareholder, which SpineMedica Certificates shall be in good delivery form, duly endorsed or accompanied by appropriate stock transfer powers duly executed. In addition thereto, each SpineMedica Shareholder holding shares of SpineMedica Common Stock shall e execute and deliver to MiMed _x a counterpart signature page in the form attached hereto as Exhibit G to become a party to the MiMed _x Common Shareholders’ Agreement (the “Common Counterpart Signature Page”), and each SpineMedica Shareholder holding shares of SpineMedica Series A Convertible Preferred Stock shall execute and deliver to MiMed _x a counterpart signature page in the form attached hereto as Exhibit H to become a party to each of the MiMed _x Preferred Shareholders’ Agreement and the MiMed _x Registration Rights Agreement (the “Preferred Counterpart Signature Page”). At the Closing or any time thereafter, upon surrender of the applicable SpineMedica Certificates together with the applicable counterpart signature page, MiMed _x shall deliver the appropriate Merger Consideration. For purposes of this Section 2.9(a), any outstanding SpineMedica Certificate shall not be deemed surrendered to MiMed _x until such time as such SpineMedica Certificate is delivered along with a fully-executed counterpart signature page applicable to such SpineMedica Certificate to Womble Carlyle Sandridge & Rice, PLLC, counsel for MiMed _x , at the address provided in Section 6.3 hereof. Until so surrendered, each outstanding SpineMedica Certificate shall, upon and after the Effective Date of the Merger, be deemed for all purposes to represent and evidence only the right to receive payment therefor as aforesaid.

(b) If any holder of Shares shall have served a written demand upon SpineMedica to be paid the “fair value” of his or her Shares as provided in Section 607.1323 of the FBCA (any such shareholder being hereinafter called a “Dissenting Shareholder”) and if a Dissenting Shareholder has met the requirements of the FBCA and if it is determined that such Dissenting Shareholder has the right to receive payment of the “fair value” of his or her Shares pursuant to the provisions of Sections 607.1301-1333 of the FBCA, such Dissenting Shareholder shall receive such payment from the Surviving Entity (but only after the value of such Shares has been agreed upon or finally determined pursuant to the provisions of Section 607.1324 or 607.1330, respectively, of the FBCA). However, notwithstanding the above or anything in this Merger Agreement to the contrary, MiMed _x reserves the right, in its sole discretion, not to consummate the Merger if there is one or more Dissenting Shareholder(s).

Section 2.10 No Further Transfers . Upon and after the Effective Date, no transfer of the SpineMedica Shares outstanding prior to the Effective Date shall be made on the stock transfer books of SpineMedica.

Section 2.11 Cancellation of Promissory Note, Stock Pledge Agreement, and Warrant . The Nonrecourse Secured Promissory Note, dated March 12, 2007, in the principal amount of $2,000,000, issued to MiMed _x by SpineMedica (the “Note”), shall be canceled immediately after the Effective Time and shall no longer a binding obligation of Acquisition Company (as successor to SpineMedica). In connection with the cancellation of the Note, the Stock Pledge Agreement by and between SpineMedica and MiMed _x to provide security for payment of the Note, and the warrant for 270,000 shares of SpineMedica Common Stock issued to MiMed _x , both dated March 12, 2007, shall be terminated and all rights and obligations of the Parties thereunder shall be terminated.

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ARTICLE III.

CLOSING

Section 3.1 Time and Place of Closing . The Closing shall take place at the offices of Womble Carlyle Sandridge & Rice, PLLC, 1201 West Peachtree Street, Suite 3500, Atlanta, Georgia 30309, on July 23, 2007 or at such other date or place as the Parties shall agree (the “Closing Date”). However, the Parties express their current intent that the Closing be held by the prior delivery of documents to counsel, to be held in escrow and released in a manner satisfactory to counsel for the Parties hereto, without the need for officers or other