AGREEMENT AND PLAN OF MERGER Dated as of December 14, 2009 by and among ABBOTT INVESTMENTS LUXEMBOURG SARL, SCORPIO DESIGNATED CORPORATION LTD. and STARLIMS TECHNOLOGIES LTD.Merger Agreement • December 23rd, 2009 • STARLIMS Technologies LTD • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2009 (this “Agreement”), is by and among Abbott Investments Luxembourg Sarl, a company organized under the laws of Luxembourg (“Parent”), Scorpio Designated Corporation Ltd., an Israeli corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Starlims Technologies Ltd., an Israeli corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 23rd, 2009 • STARLIMS Technologies LTD • Services-prepackaged software • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 14, 2009, by and among Abbott Investments Luxembourg Sarl, a company organized under the laws of Luxembourg (“Parent”), Scorpio Designated Corporation Ltd., an Israeli corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and the undersigned Shareholder (the “Shareholder”) of Starlims Technologies Ltd., an Israeli corporation (the “Company”).
LIMITED GUARANTYLimited Guaranty • December 23rd, 2009 • STARLIMS Technologies LTD • Services-prepackaged software • Delaware
This LIMITED GUARANTY (this “Limited Guaranty”), dated as of December 14, 2009, is executed by Abbott Laboratories, an Illinois corporation (the “Guarantor”), in favor of Starlims Technologies Ltd., an Israeli corporation (“Seller”).
