0001193125-06-033713 Sample Contracts

PARENT VOTING AGREEMENT

Voting Agreement • February 16th, 2006 • Xenogen Corp • Measuring & controlling devices, nec • Delaware

• Contract Type
  Voting Agreement
• Filed
  February 16th, 2006
• Company
  Xenogen Corp
• Industry
  Measuring & controlling devices, nec
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated as of February __, 2006 (this “Agreement”), by and between Xenogen Corporation, a Delaware corporation (“Company”), and the undersigned stockholder (“Stockholder”) of Caliper Life Sciences, Inc., a Delaware corporation (“Parent”).

AGREEMENT AND PLAN OF MERGER AMONG CALIPER LIFE SCIENCES, INC., CALIPER HOLDINGS, INC. AND XENOGEN CORPORATION Dated as of February 10, 2006

Agreement and Plan of Merger • February 16th, 2006 • Xenogen Corp • Measuring & controlling devices, nec • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 16th, 2006
• Company
  Xenogen Corp
• Industry
  Measuring & controlling devices, nec
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into as February 10, 2006 by and among CALIPER LIFE SCIENCES, INC., a Delaware corporation (“Parent”), CALIPER HOLDINGS, INC., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and XENOGEN CORPORATION, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.”