AGREEMENT AND PLAN OF MERGER dated as of March 22, 2014 by and among ALBANY MOLECULAR RESEARCH, INC., ALCU ACQUISITION CORP., CEDARBURG PHARMACEUTICALS, INC. and JAMES C. GALE, as the Holder RepresentativeMerger Agreement • March 24th, 2014 • Albany Molecular Research Inc • Services-commercial physical & biological research • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of March 22, 2014, is entered into by and among Albany Molecular Research, Inc., a Delaware corporation (“Acquiror”), AlCu Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), Cedarburg Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and James C. Gale, solely in his capacity as the initial Holder Representative hereunder. Capitalized terms used herein but not defined shall have the meaning ascribed to such term on Schedule A.
