AGREEMENT AND PLAN OF MERGER Dated as of April 5, 2011 among Laboratory Corporation of America Holdings, OCM Acquisition Corp. and Orchid Cellmark Inc.Agreement and Plan of Merger • April 6th, 2011 • Orchid Cellmark Inc • Services-testing laboratories
This AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2011 (this “Agreement”), is among Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), OCM Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Orchid Cellmark Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
SECOND AMENDMENT TO RIGHTS AGREEMENT BETWEEN ORCHID CELLMARK INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • April 6th, 2011 • Orchid Cellmark Inc • Services-testing laboratories • Delaware
This Second Amendment to Rights Agreement (the “Amendment”) is made as of this 5th day of April, 2011 by and between Orchid Cellmark Inc. (f/k/a Orchid BioSciences, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company as rights agent (the “Rights Agent”).
