SECOND TERRITORY LETTER AGREEMENTSecond Territory Letter Agreement • April 5th, 2006 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
THIS SECOND TERRITORY LETTER AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2006, by and among: (i) Inverness Medical Innovations, Inc., a Delaware corporation (“Inverness”); (ii) ACON Laboratories, Inc., a California corporation (“ACON Labs”); AZURE Institute, Inc., a California corporation (“Azure”), LBI Inc., a British Virgin Islands company (“LBI”), Oakville Hong Kong Co., Ltd., a Hong Kong company (“Oakville”); and ACON Biotech (Hangzhou) Co., Ltd., a wholly foreign owned enterprise (“WFOE”) established in the People’s Republic of China (“PRC” or “China”) (“ACON Bio” and together with ACON Labs. Azure, LBI, Oakville and ACON Bio, the “ACON Entities”; and (iii) Karsson Overseas Ltd., a British Virgin Islands company (“Parent”). Unless otherwise specified herein, each of the terms set forth below shall have the meanings set forth in the Form of Acquisition Agreement (as defined below).
FIFTH AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 5th, 2006 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
THIS FIFTH AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2006 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of June 30, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among General Electric Capital Corporation (in its individual capacity, “GE Capital”), as Agent (in such capacity, “Agent”), Inverness Medical Innovations, Inc. (“Innovations”), Wampole Laboratories, LLC and Inverness Medical (UK) Holdings Limited, as borrowers (“Borrowers”), the other Credit Parties signatory thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as documentation agent, co-syndication agent and lender, UBS Securities LLC, as co-syndication agent, and the lenders signatory thereto from time to time (collectively, the “Lenders”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 5th, 2006 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2006, by and between Inverness Medical Innovations, Inc., a Delaware corporation (the “Company”), each of the other parties signatory from time to time hereto (the “Investors”) and for purposes of the co-sale rights in Sections 8 and 10 only, Ron Zwanziger, the Chief Executive Officer of the Company (the “Company Executive”).
