AGREEMENT AND PLAN OF MERGER among TABULA RASA HEALTHCARE, INC. (a Delaware corporation), TRCRD, INC., (a Delaware corporation), TRSHC HOLDINGS, LLC, (a Delaware limited liability company), SINFONÍA HEALTHCARE CORPORATION (a Delaware corporation),...Agreement and Plan of Merger • September 7th, 2017 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 6, 2017, by and among Tabula Rasa HealthCare, Inc., a Delaware corporation (“Buyer”), TRCRD, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub I”), TRSHC Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Sinfonía HealthCare Corporation, a Delaware corporation (the “Company”), Michael Deitch (“Deitch”), Fletcher McCusker (“McCusker,” and together with Deitch, the “Principal Stockholders”) and Deitch solely in his capacity as the Stockholders’ Representative (the “Stockholders’ Representative” and, together with the Company, Buyer, Merger Subs and the Principal Stockholders, each a “Party” and collectively, the “Parties”).
TABULA RASA HEALTHCARE, INC., CAREKINESIS, INC., CAREVENTIONS, INC., CAPSTONE PERFORMANCE SYSTEMS, LLC, J. A. ROBERTSON, INC., MEDLIANCE LLC, CK SOLUTIONS, LLC, TRCRD, INC., TRSHC HOLDINGS, LLC, SINFONIA HEALTHCARE CORPORATION, AND SINFONIARX, INC....Loan and Security Agreement • September 7th, 2017 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of September 6, 2017, by and among (i) CAREKINESIS, INC., a Delaware corporation (“CareKinesis”), TABULA RASA HEALTHCARE, INC., a Delaware corporation (“Parent”), CAREVENTIONS, INC., a Delaware corporation (“Careventions”), CAPSTONE PERFORMANCE SYSTEMS, LLC, a Delaware limited liability company (“Capstone”), J. A. ROBERTSON, INC., a California corporation (“Robertson”), MEDLIANCE LLC, an Arizona limited liability company (“Medliance”), CK SOLUTIONS, LLC, a Delaware limited liability company (“CK Solutions”), TRCRD, INC., a Delaware corporation (“TRCRD”), TRSHC HOLDINGS, LLC, a Delaware limited liability company (“TRSHC”), SINFONIA HEALTHCARE CORPORATION, a Delaware corporation (“Sinfonia”), and SINFONIARX, INC., an Arizona corporation (“SinfoniaRX”; Parent, CareKinesis, Careventions, Capstone, Robertson, Medliance, CK Solutions, TRCRD, TRSHC, Sinfonia, and SinfoniaRX are each referred to herein as a “Borrower”, an
