AGREEMENT AND PLAN OF MERGER by and among MERIDIAN BIOSCIENCE, INC., APM TRUST SHELF 14 LTD. and EXALENZ BIOSCIENCE LTD. Dated as of February 19, 2020Agreement and Plan of Merger • February 20th, 2020 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2020 by and among Meridian Bioscience, Inc., a company organized under the laws of the State of Ohio (“Parent”), APM Trust Shelf 14 Ltd., a company organized under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Exalenz Bioscience Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
VOTING AGREEMENTVoting Agreement • February 20th, 2020 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Delaware
This Voting Agreement (this “Agreement”), dated as of February 19, 2020, is entered into by and between the undersigned shareholder (“Shareholder”) of EXALENZ BIOSCIENCE LTD., a company organized under the laws of the State of Israel (the “Company”), and MERIDIAN BIOSCIENCE, INC., a company organized under the laws of the State of Ohio (“Parent”). Parent and Shareholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT AND CONSENTMeridian Bioscience Inc • February 20th, 2020 • In vitro & in vivo diagnostic substances • New York
THIS FIRST AMENDMENT AND CONSENT, dated as of February 19, 2020 (this “First Amendment”), to the Credit Agreement, dated as of May 24, 2019 (as the same may from time to time be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by among others, MERIDIAN BIOSCIENCE, INC., an Ohio corporation (the “Borrower”), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
