AMENDMENT TO AGREEMENT AND PLAN OF MERGERVoting Agreement • February 19th, 2003 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
AMENDMENT (this "Amendment"), dated as of February 18, 2003, to the Agreement and Plan of Merger (the "Original Merger Agreement"), dated as of September 6, 2002, by and among Inverness Medical Innovations, Inc., a Delaware corporation ("Parent"), Geras Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent ("MergerCo"), and Ostex International, Inc., a Washington corporation (the "Company"). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Original Merger Agreement.
QuickLinks -- Click here to rapidly navigate through this documentInverness Medical Innovations Inc • February 19th, 2003 • In vitro & in vivo diagnostic substances
February 18, 2003 Inverness Medical Innovations, Inc. 51 Sawyer Road Suite 200 Waltham, MA 02453-3448 Re: Letter Amendment to Voting Agreement Ladies and Gentlemen: We refer to the Voting Agreement dated as of September 6, 2002 (the "Voting...Voting Agreement • February 19th, 2003 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Washington
The Voting Agreement was entered into in conjunction with the Agreement and Plan of Merger, dated as of September 6, 2002 (the "Merger Agreement"), by and among Parent, Geras Acquisition Corp., a wholly owned subsidiary of Parent ("MergerCo"), and the Company (each a "Party" and collectively, the "Parties"). The Merger Agreement provides that either Parent or the Company may terminate the Merger Agreement if Parent has not, on or before November 15, 2002, received the necessary consent of its lenders to consummate the merger. In connection with Parent's continuing efforts to obtain such consent, the Parties are simultaneously with the execution of this Letter Agreement entering into an Amendment to the Agreement and Plan of Merger, dated as of February 18, 2003 (the "Amendment") by which the Company has agreed to a reduction of the consideration payable by Parent under the Merger Agreement.
