AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT
NO. 1 TO
AGREEMENT AND PLAN OF
MERGER
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”).
WHEREAS,
the Company, Merger Sub and the Parent have entered into the Agreement and Plan
of Merger, dated as of July 8, 2009 (the “Merger Agreement”),
whereby Merger Sub shall be merged with and into the Company and the separate
corporate existence of Merger Sub shall cease, and the Company shall continue as
the surviving corporation of such merger.
WHEREAS,
in accordance with Section 9.2 of the
Merger Agreement, the Company, Merger Sub and the Parent desire to amend certain
sections of the Merger Agreement as set forth herein.
NOW,
THEREFORE, in consideration of the mutual representations, warranties and
covenants contained herein and in the Merger Agreement, and intending to be
legally bound, the Company, Merger Sub and the Parent hereby agree as
follows:
ARTICLE
I
AMENDMENT
Section
1.01. Amendment. The
final sentence of Section 8.5(b) of the
Merger Agreement is hereby deleted and replaced with the following
sentence:
“For
purposes of this Agreement, the term “Termination
Fee” means $1,533,333.”
ARTICLE
II
MISCELLANEOUS
Section
2.01. Capitalized
Terms. Capitalized terms used herein but not defined herein
have the meanings given to such terms in the Merger Agreement.
Section
2.02. Effect of Amendment; No
Other Amendments. This Amendment shall form a part of
the Merger Agreement for all purposes, and each party hereto and thereto shall
be bound hereby. This Amendment is effective on the date hereof upon execution
of the parties hereto. From and after the execution of this Amendment by the
parties hereto, any reference to the Merger Agreement shall be deemed a
reference to the Merger Agreement as amended hereby. Except as
specifically amended hereby, the Merger Agreement (and all of the other
covenants, agreements, representations, warranties, promises or other terms and
conditions therein) shall remain in full force and effect without any change
whatsoever. This Amendment is limited precisely as written and shall not be
deemed to be an amendment to any other term or condition of the Merger Agreement
or any of the documents referred to therein. For the avoidance of
doubt, the phrases “as of the date hereof”, “as of the date of this Agreement”
or words of similar import as used in the Merger Agreement (as amended pursuant
to this Amendment) shall mean “as of July 8, 2009” (i.e., the date the Merger
Agreement was executed).
Section
2.03. Governing
Law. THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL
RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH
THE LAW OF THE STATE OF MARYLAND WITHOUT REGARD TO THE CONFLICTS OF LAW
PRINCIPLES THEREOF.
Section
2.04. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
agreement, and any one of which may be delivered by facsimile or
by electronic mail in “portable document format”.
* * * * * * *
IN
WITNESS WHEREOF, each of the parties has caused this Amendment to be executed on
its behalf by its respective officer thereunto duly authorized, all as of the
day and year first above written.
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LIFE
SCIENCES RESEARCH, INC.
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By: __________________________________
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Name:
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Title:
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[Signature
Page to Amendment No. 1 to Agreement and Plan of Merger]
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LION
HOLDINGS, INC.
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By: __________________________________
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Name:
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Title:
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LION
MERGER CORP.
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By: __________________________________
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Name:
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Title:
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[Signature
Page to Amendment No. 1 to Agreement and Plan of Merger]
