IRREVOCABLE PROXY AND VOTING AGREEMENTIrrevocable Proxy and Voting Agreement • August 22nd, 2005 • Proxicom, Inc. • Retail-retail stores, nec • Delaware
IRREVOCABLE PROXY AND VOTING AGREEMENT, dated as of August 10, 2005 (this “Agreement”), among Daou Systems, Inc., a Delaware corporation (the “Company”), Proxicom, Inc., a Delaware corporation (“Parent”), PRX Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), Galen Partners III, L.P., Galen Partners International III, L.P., and Galen Employee Fund III, L.P., each a Delaware limited partnership (each a “Galen Fund” and together, the “Galen Funds”), and Vincent K. Roach in his individual capacity (“Roach” and together with the Galen Funds, the “Stockholders” and each a “Stockholder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROXICOM, INC. A DELAWARE CORPORATION, PRX ACQUISITION SUB, INC. A DELAWARE CORPORATION AND DAOU SYSTEMS, INC. A DELAWARE CORPORATION Dated August 10, 2005Merger Agreement • August 22nd, 2005 • Proxicom, Inc. • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 10, 2005 by and among Proxicom, Inc., a Delaware corporation (“Parent”), PRX Acquisition Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Daou Systems, Inc., a Delaware corporation (the “Company”), with respect to the facts and circumstances set forth below. Parent, Merger Sub and the Company may be referred hereinafter each as a “Party” or collectively as the “Parties.”
