EXCHANGE AGREEMENTExchange Agreement • October 31st, 2014 • Omnicare Inc • Retail-drug stores and proprietary stores
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with (i) Omnicare, Inc., a Delaware corporation (the “Company”), and (ii) Omnicare Purchasing Company, L.P., a Delaware limited partnership and a subsidiary of the Company (the “Guarantor”), on October 31, 2014 whereby the Holders will exchange (the “Exchange”) the Company’s 3.25% Convertible Senior Debentures due 2035 (the “Existing Notes”) for the Company’s new 3.25% Convertible Senior Debentures due 2035 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of November 5, 2014 (the “Indenture”) among the Company, the Guarantor, and U.S. Bank, National Association, a national bankin
