AGREEMENT AND PLAN OF MERGER by and among ONE LAMBDA, INC., THERMO FISHER SCIENTIFIC INC., DKC ACQUISITION CORP. and EMIKO TERASAKI, M.D., as the Transaction RepresentativePurchase and Sale Agreement • July 18th, 2012 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware
To the fullest extent permitted by California law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
VOTING AGREEMENTVoting Agreement • July 18th, 2012 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • California
THIS VOTING AGREEMENT (this “Agreement”), dated as of July 15, 2012, is entered into among the undersigned securityholder or option holder (the “Securityholder”) of One Lambda, Inc., a California corporation (the “Company”), and Thermo Fisher Scientific Inc., a Delaware corporation (“Buyer”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • July 18th, 2012 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • California
THIS NON-COMPETITION AGREEMENT (this “Agreement”), dated as of July 15, 2012, is entered into among the undersigned beneficial securityholder (the “Securityholder”) of One Lambda, Inc., a California corporation (the “Company”), and Thermo Fisher Scientific Inc., a Delaware corporation (“Buyer”).
