IRIS INTERNATIONAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2012 • Iris International Inc • Laboratory analytical instruments • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between IRIS International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG DANAHER CORPORATION, DAPHNE ACQUISITION CORPORATION AND IRIS INTERNATIONAL, INC. DATED AS OF SEPTEMBER 17, 2012Merger Agreement • September 17th, 2012 • Iris International Inc • Laboratory analytical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 17, 2012, is entered into by and among Danaher Corporation, a Delaware corporation (“Parent”), Daphne Acquisition Corporation, a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub”), and IRIS International, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 17th, 2012 • Iris International Inc • Laboratory analytical instruments • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 17, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Daphne Acquisition Corporation, a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), IRIS International, Inc., a Delaware corporation (the “Company”) and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). The Company shall only be a party to this Agreement for purposes of Sections 4.7 through 4.10 and Article V of this Agreement.
