JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 1st, 2010 • Accipiter Capital Management, LLC • Services-testing laboratories
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Orchid Cellmark Inc., a Delaware corporation (“ORCH” or the “Company”);
ACCIPITER LIFE SCIENCES FUND, LP 666 5th Avenue, 35th Floor New York, New York 10103Accipiter Capital Management, LLC • April 1st, 2010 • Services-testing laboratories
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Orchid Cellmark Inc. (the “Company”) in connection with the proxy solicitation that Accipiter Life Sciences Fund, LP and its affiliates (collectively, the “Accipiter Group”) is considering undertaking to nominate and elect directors at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Accipiter Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.
