EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • August 29th, 2014 • Techne Corp /Mn/ • Biological products, (no disgnostic substances) • Minnesota
AGREEMENT OF INVESTMENT AND MERGER among: TECHNE CORPORATION, a Minnesota corporation; RESEARCH AND DIAGNOSTIC SYSTEMS, INC., a Minnesota corporation; CAYENNE MERGER SUB, INC., a Delaware corporation; CYVEK, INC., a Delaware corporation; and CITRON...Agreement of Investment and Merger • August 29th, 2014 • Techne Corp /Mn/ • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT OF INVESTMENT AND MERGER (this “Agreement”) is made and entered into as of April 1, 2014, by and among: TECHNE CORPORATION, a Minnesota corporation (“Ultimate Parent”); RESEARCH AND DIAGNOSTIC SYSTEMS, INC., a Minnesota corporation (“Parent”); CAYENNE MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); CYVEK, INC., a Delaware corporation (the “Company”); and CITRON CAPITAL LIMITED, solely in its capacity as the Stockholders’ Agent (as defined in Section 11.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
UNIT PURCHASE AGREEMENT BY AND AMONG TECHNE CORPORATION, NOVUS HOLDINGS, LLC, THE MEMBERS OF NOVUS HOLDINGS, LLC, AND THE MEMBERS’ REPRESENTATIVE July 2, 2014Unit Purchase Agreement • August 29th, 2014 • Techne Corp /Mn/ • Biological products, (no disgnostic substances) • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into , as an instrument under seal, as of July 2, 2014, by and among TECHNE CORPORATION, a Minnesota corporation (“Purchaser”), NOVUS HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the Members (the “Members”) of the Company, and Mainsail Partners II, L.P., solely in its capacity as the Members’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A. Purchaser, the Company, the Members and the Members’ Representative are occasionally referred to herein as the “parties.”
TECHNE CORPORATION FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 29th, 2014 • Techne Corp /Mn/ • Biological products, (no disgnostic substances) • Minnesota
THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into this day of , 2 between Techne Corporation, a Minnesota corporation doing business as Bio-Techne (the “Company”), and (“Indemnitee”).
