AGREEMENT AND PLAN OF MERGER by and among: SOCIETAL CDMO, INC., CORERX, INC., and CANE MERGER SUB, INC. Dated as of February 28, 2024Agreement and Plan of Merger • February 28th, 2024 • Societal CDMO, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 28, 2024 (the “Agreement Date”), by and among CoreRx, Inc., a Florida corporation (“Parent”), Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Societal CDMO, Inc., a Pennsylvania corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
FORM OF TENDER AND SUPPORT AGREEMENTForm of Tender and Support Agreement • February 28th, 2024 • Societal CDMO, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of _________, 2024, is entered into by and among CoreRx, Inc., a Florida corporation (“Parent”), Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (the “Shareholder”) of Societal CDMO, Inc., a Pennsylvania corporation (the “Company”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
