This Voting Agreement (this Agreement), dated as of February 19, 2020, is entered into by and between the undersigned shareholder (Shareholder) of EXALENZ BIOSCIENCE LTD., a company organized under the laws of the State of Israel (the Company), and MERIDIAN BIOSCIENCE, INC., a company organized under the laws of the State of Ohio (Parent). Parent and Shareholder are each sometimes referred to herein individually as a Party and collectively as the Parties.
WHEREAS, concurrently with or following the execution of this Agreement, the Company, Parent, and APM TRUST SHELF 14 LTD., a company organized under the laws of the State of Israel and indirect wholly owned subsidiary of Parent (Merger Sub), have entered, or will enter, into an Agreement and Plan of Merger (as the same may be amended from time to time, the Merger Agreement), providing for, among other things, the merger (the Merger) of Merger Sub and the Company pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, in order to induce Parent to enter into the Merger Agreement, Shareholder is willing to make certain representations, warranties, covenants, and agreements as set forth in this Agreement with respect to the ordinary shares, par value One New Israeli Shekel (NIS 1.00) per share, of the Company (Ordinary Shares) Beneficially Owned by Shareholder and set forth below Shareholders signature on the signature page hereto (the Original Shares and, together with any additional equity securities of the Company pursuant to Section 6 hereof, the Shares);
WHEREAS, Shareholder believes that the terms of the Merger and the Merger Agreement are fair and that it is in his best interest, as a shareholder in the Company, that the Merger be consummated; and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that Shareholder, and Shareholder has agreed to, execute and deliver this Agreement and to undertake in advance to Vote his Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby, and Shareholder agrees to undertake such obligation.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth below and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:
1. Definitions. For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1.
(a) Beneficially Own or Beneficial Ownership has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Persons beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of doubt, Beneficially Own and Beneficial Ownership shall also include record ownership of securities.