AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVITRON INTERNATIONAL, INC., SPECTRAN HOLDINGS, INC., THE STOCKHOLDERS’ REPRESENTATIVE AND LANDMARK SCIENTIFIC, INC. Dated as of August 21, 2002Agreement and Plan of Merger • August 21st, 2002 • Novitron International Inc • Laboratory analytical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 21, 2002, by and among NOVITRON INTERNATIONAL, INC., a Delaware corporation (“Parent”), SPECTRAN HOLDINGS, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), LANDMARK SCIENTIFIC, INC., a Delaware corporation (“Landmark”), and RANDAL J. KIRK, in his capacity as representative of the stockholders of Landmark for the limited purposes described herein (the “Stockholders’ Representative”), recites and provides as follows:
NOVITRON INTERNATIONAL, INC. GOVERNANCE AGREEMENTGovernance Agreement • August 21st, 2002 • Novitron International Inc • Laboratory analytical instruments • Delaware
This Governance Agreement (this “Agreement”) is made as of , 2002, by and among Novitron International, Inc., a Delaware corporation (the “Company”), Randal J. Kirk (“Kirk”), RJK, L.L.C., a Virginia limited liability company (“RJK”), Kirkfield, L.L.C., a Virginia limited liability company (“Kirkfield”), Zhong Mei, L.L.C., a Virginia limited liability company (“Zhong Mei” and, collectively with Kirk, RJK and Kirkfield, “KSG”), Israel M. Stein (“IMS”) and Ellen Z. Stein (“EZS” and, together with IMS, “SSG”).
