SUPPORT AGREEMENT DATED JULY 25, 2011 AMONG ORASURE TECHNOLOGIES, INC. AND 7924569 CANADA INC. AND DNA GENOTEK INC. AND 1548674 ONTARIO INC. AND THE CHAIM AND SHIRLEY BIRNBOIM FAMILY TRUST AND HYMAN CHAIM BIRNBOIM AND ROY BIRNBOIM, GEORGE ANGUS, AND...Support Agreement • July 25th, 2011 • Orasure Technologies Inc • Surgical & medical instruments & apparatus • Ontario
THIS SUPPORT AGREEMENT dated July —, 2011, is entered into by and among ORASURE TECHNOLOGIES, INC., a corporation incorporated under the laws of the State of Delaware, United States of America (“Purchaser Parent Co.”), 7924569 CANADA INC., a corporation incorporated under the laws of Canada (the “Offeror”), DNA GENOTEK INC., a corporation incorporated under the laws of Canada (the “Company”), 1548674 ONTARIO INC., a corporation incorporated under the laws of Ontario (the “Principal Shareholder”), The Chaim and Shirley Birnboim Family Trust and Hyman Chaim Birnboim (the “Birnboim Shareholders”), and Roy Birnboim, George Angus, and Naomi Morisawa De Koven, solely in their capacities as agents for the Shareholders and Option holders (collectively, the “Shareholders’ Agents”).
OFFER TO PURCHASE FOR CASH all of the outstanding Class “A” Common Shares of DNA GENOTEK INC. by 7924569 Canada Inc., a wholly-owned subsidiary of ORASURE TECHNOLOGIES, INC.Share Purchase Agreement • July 25th, 2011 • Orasure Technologies Inc • Surgical & medical instruments & apparatus • Ontario
7924569 Canada Inc. (the “Offeror”) hereby offers (the “Offer”) to purchase, upon the terms and subject to the conditions described in the share purchase agreement attached hereto as Schedule “A” (the “Share Purchase Agreement”), all of the issued and outstanding Class “A” Common Shares (the “Common Shares”) of DNA Genotek Inc. (the “Company”). In connection with the Offer, the Company and the Offeror, among others, entered into a support agreement dated as of July 25, 2011 (the “Support Agreement”), pursuant to which, among other things, the Offeror agreed to make the Offer and the Company made certain representations and warranties to the Offeror and agreed to coorperate with the Offeror to assist in the closing of the sale of the Common Shares.
