Alere Inc. $400,000,000 8.625% Senior Subordinated Notes due 2018 PURCHASE AGREEMENTPurchase Agreement • September 21st, 2010 • Alere Inc. • In vitro & in vivo diagnostic substances • New York
Introductory. Alere Inc., a Delaware corporation (formerly, Inverness Medical Innovations, Inc., the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A (the “Initial Purchasers”) $400,000,000 aggregate principal amount of its 8.625% senior subordinated unsecured notes due 2018 (the “ Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior subordinated unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The respective principal amounts of the Original Notes to be so purchased by the several Initial Purchasers are set forth opposite their names in Schedule A hereto. The Original Notes are to be issue
REGISTRATION RIGHTS AGREEMENT Dated as of September 21, 2010 By and Among ALERE INC., the GUARANTORS named herein and JEFFERIES & COMPANY, INC., GOLDMAN, SACHS & CO. and CITIGROUP GLOBAL MARKETS INC. as Representatives of the several Initial PurchasersRegistration Rights Agreement • September 21st, 2010 • Alere Inc. • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (this “AGREEMENT”) is dated as of September 21, 2010, by and among ALERE INC. (formerly, Inverness Medical Innovations, Inc.), a Delaware corporation (the “COMPANY”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “ISSUERS”), on the one hand, and JEFFERIES & COMPANY, INC., GOLDMAN, SACHS & CO. and CITIGROUP GLOBAL MARKETS INC. (collectively, the “REPRESENTATIVES”), as representatives of the several Initial Purchasers named on Schedule A of the Purchase Agreement (the “PURCHASE AGREEMENT”), dated as of September 15, 2010, by and among the Issuers and such Initial Purchasers (the “INITIAL PURCHASERS”), on the other hand.
NINTH SUPPLEMENTAL INDENTURENinth Supplemental Indenture • September 21st, 2010 • Alere Inc. • In vitro & in vivo diagnostic substances • New York
NINTH SUPPLEMENTAL INDENTURE, dated as of September 21, 2010 (this “Supplemental Indenture”), among Alere Inc., a Delaware corporation, as Issuer (the “Issuer”), each of the Guarantors named herein, as Guarantors, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
