AGREEMENT AND PLAN OF MERGER by and among BIOCORE HOLDINGS, INC., BC ACQUISITION CORP., and BIOCLINICA, INC. Dated as of January 29, 2013Iii Agreement and Plan of Merger • January 30th, 2013 • Bioclinica Inc • Services-testing laboratories • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 29, 2013, is entered into by and among BioCore Holdings, Inc., a Delaware corporation ("Parent"), BC Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Acquisition Sub"), and BioClinica, Inc., a Delaware corporation (the "Company"). Each of Parent, Acquisition Sub and the Company are referred to herein as a "Party"and together as the "Parties." Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 30th, 2013 • Bioclinica Inc • Services-testing laboratories • Delaware
This Amendment to Rights Agreement dated as of January 29, 2013 (this “Amendment”), is between BioClinica, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
