AGREEMENT AND PLAN OF MERGER BY AND AMONG OMNICARE, INC., HOSPICE ACQUISITION CORP., EXCELLERX, INC. and certain of the stockholders and option holders of excelleRx, Inc.Agreement and Plan of Merger • July 14th, 2005 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER is dated as of July 9, 2005, by and among Omnicare, Inc., a Delaware corporation (“Acquiror”); Hospice Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”); excelleRx, Inc., a Delaware corporation (“Target”); LLR Equity Partners, L.P., a Delaware limited partnership (“LLR Partners”), LLR Equity Partners Parallel, L.P., a Delaware limited partnership (“LLR Partners Equity”), Wachovia Capital Partners 2003 LLC, a North Carolina limited liability company (“Wachovia”), Primus Capital Fund V Limited Partnership, a Delaware limited partnership (“Primus Capital Fund”), and Primus Executive Fund V Limited Partnership, a Delaware limited partnership (“Primus Executive Fund” and, together with LLR Partners, LLR Partners Equity, Wachovia and Primus Capital Fund, collectively, the “Preferred Stockholders”); those stockholders and option holders listed as management stockholders on the signature pages hereto (collectively
