AGREEMENT AND PLAN OF MERGER BY AND AMONG OPKO HEALTH, INC., BAMBOO ACQUISITION, INC. AND BIO-REFERENCE LABORATORIES, INC. Dated as of June 3, 2015Merger Agreement • June 4th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 3, 2015, by and among OPKO HEALTH, INC., a Delaware corporation (“Parent”); BAMBOO ACQUISITION, INC., a New Jersey corporation (“Sub”); and BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Employment Agreement (this “Agreement”) dated as of June 3, 2015, between Bio-Reference Laboratories, Inc., a New Jersey corporation with its principal place of business at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (the “Company”) and Nicholas Papazicos, (the “Employee”), effective immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among OPKO Health, Inc. (“Parent”), Bamboo Acquisition, Inc. and the Company, dated as of June 3, 2015 (the “Merger”)). Upon closing of the Merger, this Agreement will supersede and replace the Employment Agreement dated as of March 4, 2008.
