EXHIBIT 2.8
November 18, 1998
Phoenix International Life Sciences Inc.
0000 Xxxxx Xxxxxx
Xxxxx Xxxxxxx (Xxxxxxxx), Xxxxxx
Xxxxxx X0X 0X0
Re: Support/Voting Agreement
------------------------
Dear Sirs:
The undersigned understands that Phoenix International Life Sciences
Inc. ("Buyer"), Phoenix Merger Sub Corp., a wholly owned subsidiary of Buyer and
Chrysalis International Corporation (the "Company") are entering into an
Agreement and Plan of Merger, dated the date hereof (the "Agreement"), providing
for, among other things, a merger between Merger Sub and Chrysalis (the
"Merger"), in which all of the outstanding shares of capital stock of the
Company will be exchanged for the Merger Consideration, as defined in Sections
1.01 and 1.07 of the Agreement.
The undersigned, is a stockholder of the Company (the "Stockholder")
and is entering into this letter agreement to induce you to enter into the
Agreement and to consummate the transactions contemplated thereby. The
undersigned is entering into this letter agreement solely in the undersigned's
capacity as a stockholder of the Company.
The Stockholder, intending to be legally bound hereby agrees as
follows:
1. The Stockholder represents, warrants and agrees that Schedule I
annexed hereto sets forth the shares of the capital stock of the Company of
which the Stockholder or his, her, or its affiliates (as defined under the
Securities Exchange Act of 1934, as amended), other than the directors of
Stockholder, is the record or beneficial owner (the "Shares") and that the
Stockholder and his, her, or its affiliates, other than the directors of
Stockholder, are on the date hereof the lawful owners of the number of Shares
set forth in Schedule I, free and clear of all liens, charges, encumbrances,
voting agreements and commitments of every kind, except as disclosed in Schedule
I. Except as set forth in Schedule I, neither the Stockholder nor any of his,
her, or its affiliates, other than the directors of Stockholder, own or hold any
rights to acquire any additional shares of the capital stock of the Company (by
exercise of stock options or otherwise) or any interest therein or any voting
rights with respect to any additional shares.
2. The Stockholder agrees that it will not, will not permit any
company, trust or other entity controlled by the Stockholder to, and will not
permit any of its affiliates to, contract to sell, sell or otherwise transfer or
dispose of any of the Shares of any interest therein or securities convertible
thereinto or any voting rights with respect thereto, other than (i) pursuant to
the Merger or (ii) with your prior written consent.
3. The Stockholder agrees to, will cause any company, trust or other
entity controlled by the Stockholder to, and will cause his, her, or its
affiliates to, cooperate fully with you in connection with the Agreement and the
transactions contemplated thereby. The Stockholder agrees that it will not, will
not permit any such company, trust or other entity to, and will not permit any
of his, her, or its affiliates to, directly or indirectly (including through
his, her, or its officers, directors, employees or other representatives) to
solicit, initiate, encourage or facilitate the making of any proposal with
respect to any recapitalization, merger, consolidation or other business
combination involving the Company, or acquisition of any capital stock or any
material portion of the assets of the Company, or any combination of the
foregoing (a "Competing Transaction"), or negotiate, explore or otherwise engage
in discussions with any person (other than Buyer, Merger Sub or their respective
directors, officers, employees, agents and representatives) with respect to any
Competing Transaction or enter into any agreement, arrangement or understanding
with respect to any Competing Transaction or agree to or otherwise assist in the
effectuation of any Competing Transaction.
4. The Stockholder agrees that all of the Shares beneficially owned by
the Stockholder or his, her, or its affiliates, or over which the Stockholder or
any of his, her, or its affiliates has voting power or control, directly or
indirectly (including any common shares of the Company acquired after the date
hereof), at the record date for any meeting of stockholders of the Company
called to consider and vote to approve the Merger and the Agreement and/or the
transactions contemplated thereby will be voted by the Stockholder or his, her,
or its affiliates in favor thereof and that neither the Stockholder nor any of
his, her, or its affiliates will vote such Shares in favor of any Competing
Transaction.
5. The Stockholder has all necessary power and authority to enter into
this letter agreement. This letter agreement is the legal, valid and binding
agreement of the Stockholder, and is enforceable against the Stockholder in
accordance with its terms.
6. The Stockholder agrees that damages are an inadequate remedy for the
breach by Stockholder of any term or condition of this letter agreement and that
you shall be entitled to a temporary restraining order and preliminary and
permanent injunctive relief in order to enforce our agreements herein.
This letter agreement may be terminated at the option of any party upon
the earlier of (i) termination of the Agreement and (ii) the Merger Date (as
defined in the Agreement).
2
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to me a counterpart hereof.
Very truly yours,
/s/ Leif Modeweg
------------------
Leif Modeweg
Confirmed on the date
first above written.
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
By: /s/ Xxxx-Xxxx Xxxxx
-------------------------------------------
Name: Xxxx-Xxxx Xxxxx
Title: Senior Vice President and Secretary
3
SCHEDULE I
Number of Shares Owned
- 0 -
Liens, Charges, Encumbrances, Voting Agreements and Commitments of Every Kind
in Respect of Shares
Rights to Acquire any Additional Shares of the Capital Stock of the Company (by
exercise of Stock Options or Otherwise) or any Interest therein or any Voting
Rights with respect to any Additional Shares
250,000
