Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064 December 12, 2003Merger Agreement • December 16th, 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):
AGREEMENT AND PLAN OF MERGER Dated as of December 12, 2003 Among ABBOTT LABORATORIES SENATOR ACQUISITION CORPORATION and I-STAT CORPORATIONMerger Agreement • December 16th, 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 16th, 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):
Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064 December 12, 2003Stock Purchase Agreement • December 16th, 2003 • I Stat Corporation /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This letter is to confirm our agreement regarding all of the (a) shares of common stock, $.15 par value per share, ("Common Stock") of i-Stat Corporation, a Delaware corporation (the "Company"), (b) shares of Series D Redeemable Convertible Preferred Stock, $.10 par value per share, of the Company ("Series D Stock") and (c) six-year warrants expiring in 2007 to purchase an aggregate of shares of Common Stock at an exercise price of $8.00 per share ("Warrants") 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 or Series D Stock or Warrants as to which you may hereafter acquire beneficial ownership (the "Securities"). 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 bu
