AGREEMENT AND PLAN OF MERGER Dated as of December 12, 2003 Among ABBOTT LABORATORIES SENATOR ACQUISITION CORPORATION and I-STAT CORPORATIONMerger Agreement • December 15th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER dated as of December 12, 2003 (the "Agreement"), among Abbott Laboratories, an Illinois corporation ("Parent"), Senator Acquisition Corporation, a Delaware corporation ("Sub"), and a wholly owned subsidiary of Parent, and i-STAT Corporation, a Delaware corporation (the "Company").
Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064 December 12, 2003Shareholder Agreement • December 15th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This letter is to confirm our agreement regarding all of the shares, $.15 par value per share, ("Common Stock") of i-Stat Corporation, a Delaware corporation (the "Company"), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the "Shares"). In order to induce Abbott Laboratories, an Illinois corporation ("Abbott"), to enter into an Agreement and Plan of Merger to be dated as of the date hereof between the Company and Abbott (the "Merger Agreement"), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
AMENDMENT TO STOCKHOLDER PROTECTION AGREEMENTStockholder Protection Agreement • December 15th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT (the "Amendment"), dated as of December 12, 2003, to the Stockholder Protection Agreement (the "Rights Agreement"), dated as of June 26, 1995, between i-STAT Corporation, a Delaware corporation (the "Company") and First Fidelity Bank, National Association (the "Rights Agent"), is being executed at the direction of the Company. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
