CONFORMED COPY PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 16th, 2005 • Life Sciences Research Inc • Services-commercial physical & biological research
2) RICHARD A. MICHAELSON SERVICE AGREEMENTService Agreement • March 28th, 2003 • Life Sciences Research Inc • Services-commercial physical & biological research
CONFORMED COPY LEASE AGREEMENT LANDLORD: ALCONBURY PROPERTIES III LIMITED TENANT: SERVICEPHARM INC. PROPERTY: PRINCETON RESEARCH CENTER TABLE OF CONTENTSLease Agreement • June 16th, 2005 • Life Sciences Research Inc • Services-commercial physical & biological research • New Jersey
DIRECTOR STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the 8th day of June, 2006, between Life Sciences Research, Inc., a Maryland corporation (hereinafter called the "Corporation"), and Gabor Balthazar, a director of the...Stock Option Agreement • June 13th, 2006 • Life Sciences Research Inc • Services-commercial physical & biological research • Maryland
AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT BETWEEN HUNTINGDON LIFE SCIENCES GROUP PLCManagement Services Agreement • March 28th, 2003 • Life Sciences Research Inc • Services-commercial physical & biological research • England
LEASELease • June 16th, 2005 • Life Sciences Research Inc • Services-commercial physical & biological research • England and Wales
ANDService Agreement • March 28th, 2003 • Life Sciences Research Inc • Services-commercial physical & biological research • England
Exhibit 10.1 EMPLOYEE STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the 6th day of December, 2006, between Life Sciences Research, Inc., a Maryland corporation (hereinafter called the "Corporation"), and Andrew Baker, a key employee...Employee Stock Option Agreement • December 8th, 2006 • Life Sciences Research Inc • Services-commercial physical & biological research • Maryland
ANDService Agreement • March 28th, 2003 • Life Sciences Research Inc • Services-commercial physical & biological research • England
LEASELease • June 16th, 2005 • Life Sciences Research Inc • Services-commercial physical & biological research • England and Wales
FINANCING AGREEMENT Dated as of March 1, 2006 by and among Life Sciences Research Inc., as Parent, EACH SUBSIDIARY OF PARENT LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, AND EACH SUBSIDIARY OF PARENT LISTED AS A GUARANTOR ON THE...Financing Agreement • October 28th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
Financing Agreement, dated as of March 1, 2006, by and among Life Sciences Research, Inc., a Maryland corporation (the “Parent”), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales (“Huntingdon UK”), each subsidiary of the Parent hereafter joined to this Agreement as a “Borrower” (together with Huntingdon UK, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and *** , as agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).
LIFE SCIENCES RESEARCH, INC. PMB #251 211 EAST LOMBARD STREET BALTIMORE, MD 21202-6102 FACSIMILE NO.: (410) 659-6864Subscription and Investor Rights Agreement • November 9th, 2001 • Life Sciences Research Inc • Blank checks • New York
CONFORMED COPY DATED 14 JUNE 2005 ------------------------------------------------------------Contract for the Sale and Purchase • June 16th, 2005 • Life Sciences Research Inc • Services-commercial physical & biological research
FINANCING AGREEMENT Dated as of March 1, 2006 by and among Life Sciences Research Inc., as Parent, EACH SUBSIDIARY OF PARENT LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, AND EACH SUBSIDIARY OF PARENT LISTED AS A GUARANTOR ON THE...Financing Agreement • March 6th, 2006 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
AMENDMENT NO. 2 TO SERVICE AGREEMENT BETWEEN HUNTINGDON LIFE SCIENCES LIMITED AND JULIAN TORQUIL GRIFFITHSService Agreement • August 3rd, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research
This Amendment No. 2, dated as of June 3, 2009 (the “Amendment”), to that certain Service Agreement, dated as of April 29, 1999 and amended as of April 15, 2002, between Huntingdon Life Sciences Limited (the “Company”) and Julian Torquil Griffiths (the “Executive”) (the “Agreement”). Capitalized terms used by not defined herein shall have the meanings ascribed to them in the Agreement.
AGREEMENT AND PLAN OF MERGER among LIFE SCIENCES RESEARCH, INC., LION HOLDINGS, INC. and LION MERGER CORP. Dated as of July 8, 2009Merger Agreement • July 9th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • Maryland
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 8, 2009, among Life Sciences Research, Inc., a Maryland corporation (the “Company”), Lion Holdings, Inc., a Delaware corporation (“Parent”), and Lion Merger Corp., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”; the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERMerger Agreement • October 21st, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • Maryland
AMENDMENT No. 1, dated as of October 20, 2009 (this “Amendment”), to the Merger Agreement (as defined below), by and among Life Sciences Research, Inc., a Maryland corporation (the “Company”), Lion Holdings, Inc., a Delaware corporation (“Parent”), and Lion Merger Corp., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
AMENDMENT NO. 2 TO SERVICE AGREEMENT BETWEEN HUNTINGDON LIFE SCIENCES, INC. AND MARK L. BIBIService Agreement • August 3rd, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research
This Amendment No. 2, dated as of June 3, 2009 (the “Amendment”), to that certain Service Agreement, dated as of April 1, 2000 and amended as of April 15, 2002, between Huntingdon Life Sciences, Inc. (the “Company”) (the “Agreement”) and Mark L. Bibi (the “Executive”). Capitalized terms used by not defined herein shall have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 2 TO LOAN FACILITY LETTER This Amendment No. 2, dated as of March 20, 2001, is by and among Andrew H. Baker ("Baker"), Huntingdon Life Sciences Group plc ("Huntingdon") and Focused Healthcare Partners LLC ("FHP"). WHEREAS, pursuant to...Loan Facility Agreement • April 12th, 2002 • Life Sciences Research Inc • Blank checks
July 8, 2009 Lion Holdings, Inc. c/o Andrew H. Baker Life Sciences Research, Inc. Mettlers Road, P.O. Box 2360 East Millstone, NJ 08875Equity Commitment • September 23rd, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
Reference is made to the proposed Agreement and Plan of Merger (the “Merger Agreement”), by and among Lion Holdings, Inc, a Delaware corporation (“Parent” or “Investee”), Lion Merger Corp., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Co”) and Life Sciences Research, Inc., a Maryland corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 28th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
Assignment and Assumption Agreement, dated as of October 13, 2009 (this “Agreement”), by and between XI CAPITAL COMPANY (the “Assignor”) and RIVER INVESTMENT PARTNERS (the “Assignee”).
AMENDMENT NO. 2 TO SERVICE AGREEMENT BETWEEN HUNTINGDON LIFE SCIENCES INC. AND RICHARD A. MICHAELSONService Agreement • August 3rd, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research
This Amendment No. 2, dated as of June 3, 2009 (the “Amendment”), to that certain Service Agreement, dated as of April 1, 2000 and amended as of April 15, 2002, between Huntingdon Life Sciences Inc. (the “Company”) (the “Agreement”), and Richard A. Michaelson (the “Executive”). Capitalized terms used by not defined herein shall have the meanings ascribed to them in the Agreement.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • March 13th, 2008 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
SECOND AMENDMENT, dated as of November 30, 2007 (this "Amendment"), to the Financing Agreement, dated as of March 1, 2006, as amended by the First Amendment, dated as of August 1, 2007 (as so amended, the "Financing Agreement"), by and among Life Sciences Research, Inc., a Maryland corporation (the "Parent"), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales ("Huntingdon UK"), each subsidiary of the Parent from time to time joined to the Financing Agreement as a "Borrower" (together with Huntingdon UK, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), and _________, a ___________________ formed under the laws of __________ ("_____"), as agent for the Lenders (in such capacity, toget
ASSIGNMENT AND ACCEPTANCE Dated as of September 25, 2009Assignment and Acceptance • October 28th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
Reference is made to the Financing Agreement, dated as of March 1, 2006 (such Agreement, as amended, restated, supplemented or otherwise modified from time to time, including any replacement agreement therefor, being hereinafter referred to as the Financing Agreement”), by and among Life Sciences Research, Inc., a Maryland corporation (the “Parent”), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales (“Huntingdon”), each subsidiary of the Parent thereafter joined to the Financing Agreement as a “Borrower” (together with Huntingdon, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), and ***, as agent for the Lenders (in such capacity, together with its successors and assigns, the “Age
AMENDMENT NO. 2 TO LOAN FACILITY LETTER This Amendment No. 2, dated as of March 20, 2001, is by and among Andrew H. Baker ("Baker"), Huntingdon Life Sciences Group plc ("Huntingdon") and Focused Healthcare Partners LLC ("FHP"). WHEREAS, pursuant to...Loan Facility Letter • March 28th, 2003 • Life Sciences Research Inc • Services-commercial physical & biological research
AMENDMENT NO. 3 TO MANAGEMENT SERVICES AGREEMENT BETWEEN LIFE SCIENCES RESEARCH LIMITED AND FOCUSED HEALTHCARE PARTNERSManagement Services Agreement • August 3rd, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research
This Amendment No. 3, dated as of June 3, 2009 (the “Amendment”), to that certain Service Agreement, dated as of August 7, 1998 and amended as of January 26, 2000 and April 15, 2002, between Life Sciences Research Limited (the “Company”) and Focused Healthcare Partners (the “Consultant”) (the “Agreement”). Capitalized terms used by not defined herein shall have the meanings ascribed to them in the Agreement.
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 3rd, 2007 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
FIRST AMENDMENT, dated as of August 1, 2007 (this "Amendment"), to the Financing Agreement, dated as of March 1, 2006 (the "Financing Agreement"), by and among Life Sciences Research, Inc., a Maryland corporation (the "Parent"), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales ("Huntingdon UK"), each subsidiary of the Parent from time to time joined to the Financing Agreement as a "Borrower" (together with Huntingdon UK, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), and ______________, as agent for the Lenders (in such capacity, together with its successors and assigns, the "Agent").
ASSIGNMENT AND ACCEPTANCE Dated as of October 13, 2009Assignment and Acceptance • October 28th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York
Reference is made to the Financing Agreement, dated as of March 1, 2006 (such Agreement, as amended, restated, supplemented or otherwise modified from time to time, including any replacement agreement therefor, being hereinafter referred to as the Financing Agreement”), by and among Life Sciences Research, Inc., a Maryland corporation (the “Parent”), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales (“Huntingdon”), each subsidiary of the Parent thereafter joined to the Financing Agreement as a “Borrower” (together with Huntingdon, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), and ***, as agent for the Lenders (in such capacity, together with its successors and assigns, the “Age
LIMITED GUARANTYLimited Guaranty • August 11th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • Maryland
Limited Guaranty, dated as of July 8, 2009 (this “Limited Guaranty”) by LAB Holdings LLC (the “Guarantor”) in favor of Life Sciences Research, Inc., a Maryland corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”) among Lion Holdings Inc. (the “Parent”), Lion Merger Corp. (“Merger Sub”) and the Guaranteed Party, dated as of the date hereof. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
