AGREEMENT AND PLAN OF MERGER BY AND AMONG BIOSCRIP, INC., CAMELOT ACQUISITION CORP., CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC., KOHLBERG INVESTORS V, L.P., AS THE STOCKHOLDERS’ REPRESENTATIVE AND THE STOCKHOLDERS NAMED HEREIN (SOLELY FOR THE PURPOSES...Agreement and Plan of Merger • January 27th, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
This AGREEMENT AND PLAN OF MERGER is dated as of January 24, 2010 (this “Agreement”) by and among BioScrip, Inc., a Delaware corporation (the “Parent”), Camelot Acquisition Corp., a Delaware corporation (“Merger Sub”), Critical Homecare Solutions Holdings, Inc., a Delaware corporation (the “Company”), Kohlberg Investors V, L.P. (the “Stockholders’ Representative”), solely in its capacity as the Stockholders’ Representative hereunder, and Kohlberg Partners V, L.P., a Delaware limited partnership, Kohlberg Offshore Investors V, L.P., a Delaware limited partnership, Kohlberg TE Investors V, L.P., a Delaware limited partnership, KOCO Investors V, L.P., a Delaware limited partnership, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Blackstone Mezzanine Partners II L.P., a Delaware limited partnership, Blackstone Mezzanine Holdings II L.P., a Delaware limited partnership, and S.A.C. Domestic Capital Funding, Ltd., a Cayman Islands limited company (collectively and together with the
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 27th, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of this 24th day of January, 2010, by and among BioScrip, Inc., a Delaware corporation (the “Company”), and Kohlberg Investors V, L.P., a Delaware limited partnership (“Kohlberg”), Kohlberg Partners V, L.P., a Delaware limited partnership, Kohlberg Offshore Investors V, L.P., a Delaware limited partnership, Kohlberg TE Investors V, L.P., a Delaware limited partnership, KOCO Investors V, L.P., a Delaware limited partnership, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, Blackstone Mezzanine Partners II L.P., a Delaware limited partnership, Blackstone Mezzanine Holdings II L.P., a Delaware limited partnership, and S.A.C. Domestic Capital Funding, Ltd., a Cayman Islands limited company (collectively, the “Stockholders”).
