SUPPORT AGREEMENTSupport Agreement • February 17th, 2021 • Charles River Laboratories International, Inc. • Services-commercial physical & biological research
This Support Agreement (this “Agreement”) is dated as of February 17, 2021, by and among Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), and each of the equityholder(s) of Cognate BioServices, Inc., a Delaware corporation (the “Company”) listed on the signature pages hereto (each, a “Holder”). For purposes of this Agreement, Buyer and each Holder are each a “Party” and collectively the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
agreement and plan of merger BY AND AMONG CHARLES RIVER LABORATORIES INTERNATIONAL, INC., MEMPHIS MERGER SUB, INC., cognate bioservices, inc. AND THE SELLERS’ REPRESENTATIVE named HEREIN DATED AS OF February 17, 2021Agreement and Plan of Merger • February 17th, 2021 • Charles River Laboratories International, Inc. • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 17, 2021, by and among (i) Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), (ii) Memphis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), (iii) Cognate BioServices, Inc., a Delaware corporation (the “Company”), and (iv) Mercury Fund 2 Holdco LLC, solely in its capacity as the initial representative of the Company Shareholders (as defined below) (the “Sellers’ Representative”). Each of the above referenced parties is sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
