AGREEMENT AND PLAN OF MERGER by and among drugstore.com, inc., SILK ACQUISITION CORP. SALU, INC., THE REPRESENTATIVE (as defined herein) And THE PRINCIPAL STOCKHOLDERS (as defined herein) Dated as of December 27, 2009Agreement and Plan of Merger • February 22nd, 2010 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 27, 2009 by and among drugstore.com, inc., a Delaware corporation (“Parent”), Silk Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Salu, Inc., a Delaware corporation (the “Company”) and, solely for the limited purposes expressly set forth herein, Thomas H. Peterson (the “Representative”), and the stockholders of the Company listed on Exhibit A-1 hereto (collectively, the “Principal Stockholders”).
