Item 15. Indemnification of Directors and Officers

The following summaries are qualified in their entirety by reference to the complete text of any statutes referred to below and the organizational documents of Omnicare, Inc. and the subsidiary guarantors, as applicable.

Delaware

AMC-New York, Inc., AMC-Tennessee, Inc., BPNY Acquisition Corp., CHP Acquisition Corp., CIP Acquisition Corp., HMIS, Inc. Managed Healthcare, Inc., Med World Acquisition Corp., NeighborCare Holdings, Inc., NeighborCare Pharmacy Services, Inc., NeighborCare Services Corporation, Omnicare Holding Company, Omnicare Management Company, Omnicare Pharmacies of the Great Plains Holding Company, Omnicare Purchasing Company General Partner, Inc., Omnicare Purchasing Company Limited Partner, Inc., Pharmed Holdings, Inc. RXC Acquisition Company, Shore Pharmaceutical Providers, Inc., Sterling Healthcare Services, Inc., Superior Care Pharmacy, Inc., TCPI Acquisition Corp. and UC Acquisition Corp. are incorporated under the laws of Delaware.

Under Section 102 of Delaware General Corporation Law (the “DGCL”), a corporation may eliminate or limit the personal liability of its directors to the corporation or its stock holders for monetary damages for breach of fiduciary duty as a director, except where the director (i) breached his duty of loyalty to the corporation or its stockholders, (ii) failed to act in good faith or where the director engaged in intentional misconduct or a knowing violation of the law, (iii) authorized the payment of an unlawful dividend or an unlawful stock repurchase or redemption, or (iv) derived an improper personal benefit.

Under Section 145 of the DGCL, a corporation may indemnify a director, officer, employee or agent of the corporation (or a person who is or was serving at the request of the corporation as a director, officer, employee or

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agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation (or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The Restated Certificate of Incorporation of Omnicare, Inc. provides that a director of Omnicare, Inc. will not be liable to Omnicare, Inc. or its stockholders for monetary damages for breach of fiduciary duty as a director, to the full extent permitted by the DGCL, as amended or interpreted from time to time. In addition, the Restated Certificate of Incorporation of Omnicare, Inc. states that Omnicare, Inc. shall, to the full extent permitted by the DGCL, as amended or interpreted from time to time, indemnify all directors, officers and employees whom it may indemnify pursuant thereto and, in addition, Omnicare, Inc. may, to the extent permitted by the DGCL, indemnify agents of Omnicare, Inc. or other persons.

The company maintains a director and officer liability insurance policy for the benefit of its directors and certain officers covering certain liabilities that may be incurred in the performance of these duties, which may include liability or related losses under the Securities Act or the Securities Exchange Act of 1934, as amended.

The certificate of incorporation of AMC-New York, Inc., as amended, provides that except as prohibited by law, every director and officer of the registrant shall be entitled as of right to be indemnified by the registrant against all expenses and liability incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, whether civil, criminal, administrative, investigative or other, or whether brought by or against such person or by or in the right of the registrant or otherwise, in which such person may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the registrant or a subsidiary of the registrant or by reason of the fact that such person is or was serving at the request of the registrant as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as an “Action”); provided, however, that no such right to indemnification shall exist with respect to an Action brought by an indemnitee (as defined below) against the registrant (an “Indemnitee Action”) except as relating to the last sentence of this paragraph. Persons who are not directors or officers of the registrant may be similarly indemnified in respect of service to the registrant or a subsidiary of the registrant or to another such entity at the request of the registrant to the extent the board of directors of the registrant at any time designates any of such persons as entitled to the benefits of the indemnification article. Additionally, as used in the indemnification article, “indemnitee” includes each director and officer of the registrant and each other person designated by the board of directors of the registrant as entitled to the benefits of the indemnification article; “expenses” means all expenses actually and reasonably incurred, including fees and expenses of counsel selected by an indemnitee; and “liability” means all liability incurred, including the amounts of any judgments, excise taxes, fines or penalties and any amounts paid in settlement an indemnitee shall be entitled to be indemnified pursuant to the indemnification article against expenses incurred in connection with an indemnitee Action if (i) the Indemnitee Action instituted under the indemnification article and the indemnitee is successful in whole or in part in such Indemnitee Action, (ii) the indemnitee is successful in whole or in part in another Indemnitee Action for which expenses are claimed or (iii) the indemnification for expenses is included in a settlement of, or is awarded by a court in, such other Indemnitee Action.

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The bylaws of AMC-New York, Inc., as amended, and Superior Care Pharmacy, Inc. each state that the registrant shall indemnify its officers, directors, employees and agents to the extent permitted by the DGCL.

The certificates of incorporation of each of AMC-Tennessee, Inc., as amended, and HMIS, Inc. state that each registrant shall, to the fullest extent to which it is empowered to do so by the DGCL or any other applicable laws, as they may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts incurred by him in connection with such action, suit or proceeding.

The bylaws of each of AMC-Tennessee, Inc., HMIS, Inc. and Superior Care Pharmacy, Inc. state that a director of the registrant shall not be personally liable to the registrant or its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL, or any other applicable law, is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the registrant shall be limited or limited to the fullest extent permitted by the DGCL, or any other applicable law, as so amended. Any repeal or modification of this indemnification by the stockholders of the registrant shall not adversely affect any right or protection of a director of the registrant existing at the time of such repeal or modification.

Additionally, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer, employee or agent of the registrant or is or was serving at the request of the registrant as a director, officer or employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the registrant to the fullest extent authorized by the DGCL, or any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such\ amendment permits the registrant to provide broader indemnification rights than said law permitted the registrant to provide prior to such amendment). All expenses, liability and loss (including attorneys’ fees, judgments, fines, ERlSA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except with respect to proceedings seeking to enforce rights to indemnification, the registrant shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereat) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the registrant. Such rights of indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

The certificates of incorporation of each of BPNY Acquisition Corp., CHP Acquisition Corp., CIP Acquisition Corp., Managed Healthcare, Inc., Med World Acquisition Corp., NeighborCare Pharmacy Services, Inc., Omnicare Pharmacies of the Great Plains Holding Company, Shore Pharmaceutical Providers, Inc., TCPI Acquisition Corp. and UC Acquisition Corp. state that a director of the registrant shall not be personally liable to the corporation or its stockholders for monetary damages or breach of fiduciary duty as a director except for

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liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit.

The bylaws of each of BPNY Acquisition Corp., CHP Acquisition Corp., CIP Acquisition Corp., Managed Healthcare, Inc., Med World Acquisition Corp., Omnicare Holding Company, Omnicare Pharmacies of the Great Plains Holding Company, Omnicare Purchasing Company General Partner, Inc., Omnicare Purchasing Company Limited Partner, Inc., Shore Pharmaceutical Providers, Inc., Sterling Healthcare Services, Inc., TCPI Acquisition Corp. and UC Acquisition Corp. state that the registrant shall indemnify its officers, directors, employees and agents to the extent permitted by the DGCL.

The certificate of incorporation of Omnicare Holding Company, as amended, is silent with respect to exculpation of directors from monetary damages and indemnification by the registrant of its directors and officers.

The certificates of incorporation of each of Omnicare Purchasing Company General Partner, Inc. and Omnicare Purchasing Company Limited Partner, Inc. provide that the registrant shall indemnify its officers, directors, employees and agents to the extent permitted by the DGCL.

The certificates of incorporation of each of NeighborCare Holdings, Inc., NeighborCare Services Corporation, Pharmed Holdings, Inc. and Sterling Healthcare Services, Inc. provide that to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a director of the registrant shall not be liable to the registrant or its stockholders for breach of fiduciary duty as a director.

The bylaws of Pharmed Holdings, Inc. state that the registrant shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the registrant or, while a director or officer of the registrant, is or was serving at the request of the registrant as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the full extent permitted by applicable law. Expenses incurred by a person who is or was a director or officer of the registrant in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the registrant at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the registrant as authorized by such indemnification. If such a claim is not paid in full by the registrant within ninety days after a written claim has been received by the registrant, the claimant may at any time thereafter bring suit against the registrant to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the registrant) that the claimant has not met the standards of conduct which make it permissible under the DGCL or other applicable law for the registrant to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the registrant. Neither the failure of the registrant (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL or other applicable law, nor an actual determination by the registrant (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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First, the bylaws of each of NeighborCare Holdings, Inc., NeighborCare Pharmacy Services, Inc. and NeighborCare Services Corporation state that the registrant shall indemnify, to the fullest extent now or hereafter permitted by law, any director or officer of the registrant who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director or officer of the registrant, or is or was serving at the request of the registrant as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, partner, trustee, employee or agent or in any other capacity while serving as a director, officer, partner, trustee, employee or agent, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue as to a person who has ceased to be a director, officer, partner, trustee, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; provided, however, that, except as relating to suits to enforce indemnification rights, the registrant shall indemnify any such person seeking indemnification in connection with a Proceeding initiated by such person only if such Proceeding was authorized by the board of directors.

Second, the bylaws of each of NeighborCare Holdings, Inc., NeighborCare Pharmacy Services, Inc. and NeighborCare Services Corporation state that expenses, including attorneys’ fees, incurred by a director or officer of the registrant in defending any Proceeding, shall be paid by the registrant, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such officer or director is not entitled to be indemnified by the registrant, which undertaking may be secured or unsecured; in the discretion of the board of directors. If such a claim is not paid in full by the registrant within thirty (30) days after a written claim has been received by the registrant, the claimant may at any time thereafter bring suit against the registrant to recover the unpaid amount of the claim, and, if successful in whole or in part; the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been rendered to the registrant) that the claimant has not met the standards of conduct which make it permissible under the DGCL to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the registrant. Neither the failure of the registrant (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the registrant (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant not met the applicable standard of conduct.

Third, the bylaws of each of NeighborCare Holdings, Inc., NeighborCare Pharmacy Services, Inc. and NeighborCare Services Corporation provide that such indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the certificate of incorporation, the by-laws, any agreement, vote of stockholders or of disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office. Without limiting the generality or effect of the foregoing, the registrant may enter into one or more agreements with any person which provide for indemnification greater or different than or in addition to the indemnification provided for in the by-laws.

Fourth, the indemnification provided for in the bylaws of each of NeighborCare Holdings, Inc., NeighborCare Pharmacy Services, Inc. and NeighborCare Services Corporation shall be deemed a contract between the registrant and each director or officer of the registrant, or individual who is or was serving at the request of the registrant as a director, officer, partner, trustee, employee or agent of another corporation,

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partnership, joint venture, trust or other enterprise, who serves in such capacity at any time while the indemnification provided for in the by-laws is in effect. No repeal, amendment, or other modification shall affect any rights or obligations then existing with respect to any state of facts then or therefore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Should the indemnification provided for in the bylaws be invalidated or found unenforceable on any ground by any court of competent jurisdiction, then the registrant shall nevertheless indemnify each director, officer, employee or agent of the registrant against expenses (including attorneys’ fees), judgments, fines, excise taxes, penalties and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by the by-laws that shall not have been invalidated or found unenforceable, or by any other applicable law.

Fourth, any portion of the indemnification provided for in the by-laws of NeighborCare Holdings, Inc., NeighborCare Pharmacy Services, Inc. and NeighborCare Services Corporation shall be invalidated or found unenforceable on any ground by any court of competent jurisdiction, then the registrant shall nevertheless indemnify each director, officer, employee or agent of the registrant against expenses (including attorneys’ fees), judgments, fines, excise taxes, penalties and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by the by-laws that shall not have been invalidated or found unenforceable, or by any other applicable law.

Finally, the by-laws of each of NeighborCare Holdings, Inc., NeighborCare Pharmacy Services, Inc. and NeighborCare Services Corporation state that the registrant may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the registrant or individual serving at the request of the registrant as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the registrant would have the power to indemnify such person against such expense, liability or loss under the DGCL.

The certificate of incorporation of Omnicare Management Company is silent with respect to exculpation of directors from monetary damages and indemnification by the registrant of its directors and officers.

The bylaws of Omnicare Management Company state that the registrant shall indemnify its officers, directors, employees and agents to the extent permitted by the DGCL.

The certificate of incorporation of RXC Acquisition Company provides that the personal liability of the directors of the registrant is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of DGCL Section 102. Any repeal or modification of this indemnification by the stockholders of the registrant shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. Additionally, the registrant shall, to the fullest extent permitted by the provisions of DGCL Section 145, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

The bylaws of RXC Acquisition Company provide that the registrant shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the registrant, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the registrant, or is or was serving at the

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request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the director, officer, employee or agent is proper in the circumstances. The registrant may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the registrant in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the registrant to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the registrant may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

APS Acquisition LLC, Badger Acquisition LLC, Badger Acquisition of Kentucky LLC, Badger Acquisition of Minnesota LLC, Badger Acquisition of Ohio LLC, Best Care LTC Acquisition Company LLC, CCRx Holdings, LLC, CCRx of North Carolina, LLC, CCRx of North Carolina Holdings, LLC, CP Services LLC, Enloe Drugs LLC, Home Care Pharmacy, LLC, JHC Acquisition LLC, Langsam Health Services, LLC, LCPS Acquisition LLC, Lobos Acquisition, LLC, MHHP Acquisition Company LLC, NCS Healthcare, LLC, NCS Healthcare of Indiana, LLC, NIV Acquisition LLC, North Shore Pharmacy Services, LLC, OCR-RA Acquisition, LLC, Omnicare Distribution Center LLC, Omnicare ESC LLC, Omnicare Headquarters LLC, Omnicare Indiana Partnership Holding Company, LLC, Omnicare of Nevada LLC, Omnicare of New York, LLC, Omnicare Pharmacies of Pennsylvania East, LLC, Omnicare Pharmacy of Maine LLC, Omnicare Pharmacy of Nebraska LLC, Omnicare Pharmacy of North Carolina, LLC, Omnicare Pharmacy of Pueblo, LLC, Omnicare Pharmacy of Tennessee LLC, Omnicare Pharmacy of the Midwest, LLC, Omnicare Property Management, LLC, Pharmacy Holding #1, LLC, Pharmacy Holding #2, LLC, PMRP Acquisition Company, LLC, PP Acquisition Company, LLC, PSI Arkansas Acquisition, LLC, Value Health Care Services, LLC, VAPS Acquisition Company, LLC, Weber Medical Systems LLC and ZS Acquisition Company, LLC are registered under the laws of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to any standards and restrictions, if any, set forth in a company’s limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability agreement of APS Acquisition LLC states that its member shall not have any liability for the obligations or liabilities of the registrant, except to the extent provided in the Delaware Limited Liability Company Act.

The limited liability company agreements of each of Badger Acquisition LLC, Badger Acquisition of Kentucky LLC, Badger Acquisition of Minnesota LLC, Badger Acquisition of Ohio LLC, Best Care LTC Acquisition Company LLC, CCRx Holdings, LLC, CCRx of North Carolina, LLC, CCRx of North Carolina Holdings, LLC, CP Services LLC, Home Care Pharmacy, LLC, Langsam Health Services, LLC, LCPS Acquisition LLC, Lobos Acquisition, LLC, NCS Healthcare, LLC, NCS Healthcare of Indiana, LLC, North Shore Pharmacy Services, LLC, OCR-RA Acquisition, LLC, Omnicare ESC LLC, Omnicare of New York, LLC, Omnicare Pharmacy of Tennessee LLC, Omnicare Pharmacy of the Midwest, LLC, Omnicare Property Management, LLC, PMRP Acquisition Company, LLC, PP Acquisition Company, LLC, PSI Arkansas Acquisition, LLC, Value Health Care Services, LLC, VAPS Acquisition Company, LLC and ZS Acquisition

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Company, LLC provide that neither any member nor any manager shall have any liability for the obligations or liabilities of the registrant except to the extent provided by the limited liability company agreement or in the Delaware Limited Liability Company Act. The registrant shall indemnify to the full extent permitted by law each manager, and the testator or intestate of any such manager, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such manager is or was a manager, officer, employee, appointee or designee of the registrant; provided that no indemnification or reimbursement shall be made to or on behalf of any such manager to the extent that a final judgment or other final adjudication binding upon such manager establishes that the acts or omissions of such manager resulted from the bad faith, fraud or criminal act of such manager. Expenses, including attorneys’ fees, incurred by any such manager in defending any such action, suit or proceeding shall be paid or reimbursed by the registrant promptly upon receipt by it of an undertaking of such manager to repay such expenses if it shall ultimately be determined that such manager is not entitled to be indemnified by the registrant. In case any such action, suit or proceeding shall be brought against any such manager, such manager shall notify the registrant of the commencement thereof, and the registrant shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof. Additionally, the indemnification and reimbursement of expenses provided by the limited liability agreement shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, such indemnification and reimbursement of expenses shall be available only to the extent that indemnification or reimbursement is unavailable to such manager under any applicable policy of insurance or otherwise.

The limited liability company agreements of each of Enloe Drugs LLC, JHC Acquisition LLC, MHHP Acquisition Company LLC, NIV Acquisition LLC, Omnicare Distribution Center LLC Omnicare Headquarters LLC, Omnicare Indiana Partnership Holding Company, LLC, Omnicare of Nevada LLC, Omnicare Pharmacies of Pennsylvania East, LLC, Omnicare Pharmacy of Maine LLC, Omnicare Pharmacy of Nebraska LLC, Omnicare Pharmacy of North Carolina, LLC Omnicare Pharmacy of Pueblo, LLC, Pharmacy Holding #1, LLC, Pharmacy Holding #2, LLC and Weber Medical Systems LLC state that the registrant shall, to the maximum extent provided by law, indemnify, defend and hold harmless each present or former member, board member or officer (each, an “Indemnitee”), to the extent of the registrant’s assets, from and against any liability, damage, cost, expense, loss, claim, judgment or amounts paid in settlement thereof (including reasonable attorneys’ fees and costs in settlement or defense thereof) incurred by reason of the fact that such Indemnitee is or was the member, a board member or an officer. Notwithstanding the foregoing, no Indemnitee shall be so indemnified, defended or held harmless for claims arising out of a breach by the Indemnitee of the limited liability company agreement or any acts or omissions by the Indemnitee that constitute fraud, willful misconduct or breach of fiduciary duty to the registrant or to the member. The registrant shall advance the expenses of defense if the Indemnitee undertakes in writing to repay the advanced funds to the registrant if the Indemnitee is finally determined by a court of competent jurisdiction not to be entitled to indemnification pursuant to the indemnification provided for in the limited liability company agreement.

Care Pharmaceutical Services, LP, Care4 LP, Omnicare Pharmacy of Florida, LP, Omnicare Pharmacy of Texas 1, LP, Omnicare Pharmacy of Texas 2, LP, Omnicare Purchasing Company LP and PRN Pharmaceutical Services, LP are registered under the laws of Delaware.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement.

The agreement of limited partnership of Care4 LP, as amended, states that its general partner shall not be liable, responsible or accountable in damages or otherwise to the registrant or the limited partner for any act or omission performed or omitted by it in good faith, provided that such act or omission does not constitute gross negligence or fraud and except in such case, the registrant shall indemnify the general partner and its directors,

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shareholders, successors and assigns against all loss or damage incurred by them and against expenses (including attorneys’ fees) incurred by them in connection with the defense or settlement of any threatened, pending or completed action or suit by the limited partner or third party. The satisfaction of any indemnification and any saving harmless shall be from and limited to the registrant’s assets, and the limited partner shall not have any personal liability on account thereof.

The limited partnership agreements of each of Care Pharmaceutical Services, LP, Omnicare Pharmacy of Florida, LP, Omnicare Pharmacy of Texas 1, LP, Omnicare Pharmacy of Texas 2, LP, Omnicare Purchasing Company LP and PRN Pharmaceutical Services, LP provide that the liability of its general partner arising from carrying on the business affairs or operations of the registrant or for the debts of the registrant is unrestricted. The liability of its limited partner with regard to the registrant the limited partner makes, or agrees to make, to the registrant. The limited partner cannot be assessed to make any additional capital contribution to the registrant above that which it agrees to make to the registrant. If additional capital contributions to the registrant are required and are made by a general partner, it shall not entitle the general partner to a greater share of the profits or cash distributions of the registrant than otherwise is provided for by the limited partnership agreement. Additionally, nothing in each of the limited partnership agreements shall prevent or act against a partner lending money to the registrant on a promissory note or similar evidence of indebtedness, for a reasonable rate of interest. Any partner lending money to the registrant shall have the same rights regarding the loan as would any person or entity making the loan who was not a partner of the registrant.

California

Evergreen Pharmaceutical of California, Inc. is incorporated under the laws of California.

Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding, if that person acted in good faith and in a manner reasonably believed by such person to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.

Section 317 of the California Corporations Code also provides that a corporation may, subject to certain limitations and conditions, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.

To the extent that a director, officer, employee or other agent of the corporation is successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue or matter therein, the corporation shall indemnify such agent against expenses actually and reasonably incurred by that person in connection therewith.

Section 204(a)(10) of the California Corporations Code permits a corporation’s articles of incorporation to limit a director’s personal liability for monetary damages in an action brought by or in the right of the corporation for breach of a director’s duties to the corporation or its shareholders except with respect to the following items: (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the

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director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) contracts or transactions between the corporation and a director, or between the corporation and any corporation, firm or association in which a director has a material financial interest, outside the scope of Section 310 of the California Corporations Code or (vii) authorizing improper distributions, loans and guarantees under Section 316 of the California Corporations Code.

Article V of the Articles of Incorporation of Evergreen Pharmaceutical of California, Inc., as amended, provide that the liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

The bylaws of Evergreen Pharmaceutical of California, Inc., as amended, are silent as to the indemnification of directors and the limits of directors’ liability to Evergreen Pharmaceutical of California, Inc. and its shareholders.

Florida

Advanced Care Scripts, Inc. is incorporated under the laws of Florida.

Section 850 of the Florida Business Corporation Act (the “Florida Statute”) provides that a Florida corporation may indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 850 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Where a director, officer, employee, or agent of a corporation is successful on the merits or otherwise in defense of any proceeding referred to above, the corporation must indemnify him or her against expenses actually and reasonably incurred.

However, a Florida corporation is not permitted to indemnify any director, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer, employee, or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director, officer, employee, or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the liability provisions of Section 834 of the Florida Statute are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

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Section 850 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under the Florida Statute.

The articles of incorporation, as amended, of Advanced Care Scripts, Inc. eliminate the personal liability of its directors to the fullest extent permitted by the Florida Statute. Any repeal or modification of the articles by its stockholders shall not adversely affect any right or protection of its directors existing at the time of such repeal of modification. The articles of incorporation also provide that the registrant shall indemnify, to the fullest extent permitted by the provisions of the Florida Statute, any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The indemnification is not deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

The bylaws, as amended, of Advanced Care Scripts, Inc. state that the registrant shall indemnify and advance expenses to any person who was or is a party to any proceeding or threatened proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation; subject in each instance to satisfaction of all applicable requirements under the Florida Statute.

Compscript, LLC is registered under the laws of Florida.

Section 608.4229 of the Florida LLC Statute provides that, subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, and except with respect to certain criminal or improper acts and unlawful distributions, a limited liability company may, but is not required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreement of Compscript, LLC provides that the registrant shall indemnify the member, to the full extent permitted by law and the testator or intestate of any such member, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such member is or was a manager, officer, employee, appointee or designee of the registrant; provided that no indemnification or reimbursement shall be made to or on behalf of any such member to the extent that a final judgment or other final adjudication binding upon such member establishes that the acts or omissions of such member resulted from the bad faith, fraud or criminal act of such member. In addition, expenses, including attorneys’ fees, incurred by any such member in defending any such action, suit or proceeding shall be paid or reimbursed by the registrant promptly upon receipt by it of an undertaking of such member to repay such expenses if it shall ultimately be determined that such member is not entitled to be indemnified by the registrant. In case any such action, suit or proceeding shall be brought against any such member, such member shall notify the registrant of the commencement thereof, and the registrant shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

The limited liability company agreement of Compscript, LLC also states that any such indemnification and reimbursement of expenses shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, any such indemnification and reimbursement of expenses shall be available only to the extent that indemnification or reimbursement is unavailable to such member under any applicable policy of insurance or otherwise.

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Georgia

Medical Arts Health Care, Inc. and Pharmasource Healthcare, Inc. are incorporated under the laws of Georgia.

Under O.C.G.A. §14-2-850, et seq. of the Georgia Business Corporation Code (“GBCC”), a Georgia corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director of the corporation against the obligation to pay a judgment, settlement, penalty, fine or reasonable expenses (which includes counsel fees) incurred with respect to such proceeding, if such individual (A) conducted himself or herself in good faith and (B) reasonably believed (i) while acting in his or her official capacity, that his or her conduct was in the best interests of the corporation, or (ii) while acting any other capacity, that his or her conduct was at least not opposed to the best interests of the corporation, or (C) with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the director in connection with the proceeding. The termination of the proceeding by judgment, order, settlement or conviction or upon the entry of a plea of nolo contendere is not, of itself, determinative that the person did not meet the standard of conduct set forth in O.C.G.A. § 14-2-851(a).

A Georgia corporation may not indemnify a director under the GBCC in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred by such director in connection with the proceeding, provided it is determined that such director met the relevant standard of conduct. A corporation may not indemnify a director in connection with any proceeding with respect to conduct for which such director was found liable on the basis that he or she received an improper personal benefit, whether or not such director was acting in his or her official capacity as a director of the corporation.

Additionally, a Georgia corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided, that such director delivers to the corporation (i) a written affirmation of his or her good faith belief that he or she met the relevant standard of conduct described in O.C.G.A. §14-2-851 or that the proceeding involves conduct for which such director’s liability has been properly eliminated by provision of the articles of incorporation, and (ii) a written undertaking by the director to repay any funds advanced if it is ultimately determined that such director was not entitled to such indemnification.

The GBCC allows a Georgia corporation to indemnify directors without regard to the above-referenced limitations, if authorized by the articles of incorporation or a bylaw, contract, or resolution duly adopted by a vote of the shareholders of the corporation by a majority of votes entitled to be cast, excluding shares owned or voted under the control of the director or directors who do not qualify as a disinterested director with respect to any proceeding to which such indemnification is being sought; provided, that such director delivers to the corporation the abovementioned written affirmation and written undertaking. Notwithstanding the foregoing, the corporation may not indemnify a director for any liability incurred in a proceeding in which the director is found liable to the corporation or is subjected to injunctive relief in favor of the corporation for, among other things: (1) Any appropriation, in violation of the director’s duties, of any business opportunity of the corporation; (2) Acts or omissions which involve intentional misconduct or a knowing violation of law; or (3) Any transaction from which he or she received an improper personal benefit.

Under the GBCC, a Georgia corporation may indemnify and advance expenses to an officer of the corporation to the same extent as a director or if not also a director, then to such further extent as otherwise provided by the articles of incorporation, the bylaws, a resolution of the board of directors or by contract; provided, however, if the officer is not also a director of the corporation, the corporation may not indemnify the officer for any liability arising out of conduct that constitutes, among other things, (1) Any appropriation, in violation of the officer’s duties, of any business opportunity of the corporation; (2) Acts or omissions which involve intentional misconduct or a knowing violation of law; or (3) Any transaction from which he or she

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received an improper personal benefit. The foregoing limitation will also apply to an officer who is also a director of the corporation if the sole basis on which he or she is a party to the proceeding is an act or omission by him or her in the official capacity as an officer of the corporation.

A Georgia corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director to the extent that may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or by contract.

Under the GBCC, a Georgia corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the corporation against liability asserted against or incurred by such individual while acting in his or her official capacity or arising from his or her status as a director, officer, employee or agent of the corporation, notwithstanding whether a corporation would have the power to indemnity or advance expenses to such individual for the same liability.

The Bylaws of Medical Arts Health Care, Inc. provide that the company shall indemnify its officers and directors against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payments paid in cash settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers and directors.

The Bylaws of Pharmasource Healthcare, Inc. provide that it shall indemnify its officers and directors against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payments paid in cash settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers and directors.

Illinois

NCS Healthcare of Illinois, LLC is registered under the laws of Illinois.

Section 180/15-7 of the Illinois Limited Liability Company Act provides that a limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

Illinois law, section 180/15-3 provides that the fiduciary duties a member owes to a member-managed company and its other members include the duty of loyalty and the duties referred to in subsections of that section 180/15-3. A member’s duty of loyalty to a member-managed company and its other members includes

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the following: (1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company’s business or derived from a use by the member of the company’s property, including the appropriation of a company’s opportunity; (2) to act fairly when a member deals with the company in the conduct or winding up of the company’s business as or on behalf of a party having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company’s business before the dissolution of the company. A non-member-manager’s duty of care to a member-managed company and its other members in the conduct of and winding up of the company’s business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. A member shall discharge his or her duties to a member-managed company and its other members under the Illinois limited liability company act or under the operating agreement and exercise any rights consistent with the obligation of good faith and fair dealing.

Thus, an indemnity with respect to breach of obligations under Section 180/15-3 may not be enforceable by a member or member manager in certain circumstances.

The limited liability company agreement of NCS Healthcare of Illinois, LLC provides for the maximum amount of indemnification allowed by law, but only applies if the member has been a manager, officer, employee, appointee or designee of the company.

Indiana

NCS Healthcare of Indiana, Inc. is incorporated under the laws of Indiana.

Chapter 37 of the Indiana Corporation Law (“INCL”) states that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual’s conduct was in good faith, the individual reasonably believed, in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests, and, in the case of any criminal proceeding, the individual either had reasonable cause to believe the individual’s conduct was lawful or had no reasonable cause to believe the individual’s conduct was unlawful. Unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in the INCL, the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct and a determination is made that the facts then known to those making the determination would not preclude indemnification under the law. A corporation may not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth under the law. The determination shall be made by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding, or by the other methods specified in Chapter 37 of the INCL.

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, officer, member, manager, employee, or agent. The indemnification and advance for expenses provided for or authorized by the INCL does not exclude any other rights to indemnification and advance for expenses that a person may have under a corporation’s articles of incorporation, bylaws or certain other duly authorized agreements.

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The Bylaws of NCS Healthcare of Indiana, Inc. provide that the corporation shall, indemnify any director or officer to the fullest extent provided by, or permissible under, Chapter 37 of the Indiana Business Corporation Law, as the same may be amended from time to time; and the corporation is hereby specifically authorized to take any and all further action to effectuate any indemnification of any director or officer which any Indiana corporation may have power to take, by any vote of the shareholders, vote of disinterested directors, by an agreement, or otherwise. The Bylaws of the corporation shall be interpreted in all respects to expand such power to indemnify to the maximum extent permissible to any Indiana corporation with regard to the particular facts of each case, and not in any way to limit any statutory or other power to indemnify, or right of any individual to indemnification.

NeighborCare of Indiana, LLC is registered under the laws of Indiana.

Chapter 4, Section 4 of the Indiana Business Flexibility Act governing Indiana limited liability companies provides that a written operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

The Operating Agreement of NeighborCare of Indiana, LLC provides that the company shall indemnify the member to the full extent permitted by the Indiana Business Flexibility Act and the testator or intestate of the member, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the company; provided that no indemnification or reimbursement shall be made to or on behalf of the member to the extent that a final judgment or other final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act. Expenses, including attorneys’ fees, incurred by the member in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the member to repay such expenses if it shall ultimately be determined that the member is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the member, the member shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

Kentucky

D&R Pharmaceutical Services, LLC and Three Forks Apothecary LLC are registered under the laws of Kentucky.

Section 275.180 of the Kentucky Revised Statutes provides that the written operating agreement of a limited liability company may (i) eliminate or limit the personal liability of a member or manager for monetary damages for breach of certain of such member’s or manager’s duties as described in Section 275.170 of the Kentucky Revised Statutes, and (ii) provide for the indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

Neither the Articles of Organization nor the Limited Liability Company Agreement of D&R Pharmaceutical Services, LLC specifies the extent to which the company may indemnify its officers or directors.

The Operating Agreement for Three Forks Apothecary LLC provides that each person who was or is a member, or agent of the company, or is or was serving at the request of the company as a director, officer, partner, trustee, manager, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, may be indemnified by the company to the full extent permitted by Kentucky law against any liability or loss (including attorneys’ fees) such person reasonably incurs in such capacity or arising out of acting in such capacity.

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Louisiana

Campo’s Medical Pharmacy, Inc. is incorporated under the laws of Louisiana.

In general, §12.83 of the Louisiana Business Corporation Law (“LBCL”) allows corporations to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Under the LBCL, a termination of the action by judgment, settlement, conviction or plea of nolo contendere, will not, of itself, create a presumption that the person did not act in good faith. To the extent that such person is successful on the merits or otherwise in defense of any claim, issue or matter therein, he or she must be indemnified by the corporation. Expenses may be paid in advance of the final outcome if authorized by the board of directors without regard to whether or not a voting director is a party to the action, upon receipt of undertaking by such person to repay such amount advanced, if it is ultimately determined that he is entitled to indemnification.

If the action is by or in the right of the corporation, the indemnity is limited to expenses not exceeding, in the judgment of the board of directors, the estimated expense of litigating the action to conclusion. No indemnification can be made if a court of competent jurisdiction, after exhaustion of appeals, finds the director liable for willful or intentional misconduct, unless the court determines that, given the circumstances of the case, the director is fairly and reasonably entitled to indemnification for certain expenses.

The LBCL allows a corporation to procure or maintain insurance against liability on behalf of a director or any such person.

The Bylaws of Campo’s Medical Pharmacy, Inc., a Louisiana corporation, expressly provide that the corporation shall indemnify its officers and directors to the extent permitted by the Business Corporation law of Louisiana.

Maryland

NeighborCare Repackaging, Inc. and Professional Pharmacy Services, Inc. are incorporated under the laws of Maryland.

Maryland corporate law regarding the indemnity of officers and directors, primarily found in Corporations and Associations Section 2-418, permits a Maryland corporation to indemnify a director and advance expenses for indemnification for actions brought to enforce an indemnification or if the charter, bylaws, resolution of the board or agreement approved by the board so permit. Indemnification is not permitted under Courts and Judicial Proceedings Article 5-418 if (i) the act or omission of the director was material to the matter giving rise to the proceeding; and was committed in bad faith; or was the result of active and deliberate dishonesty; or (ii) the director actually received an improper personal benefit in money, property, or services; or (iii) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.

Officers who are not directors have a slightly broader indemnity available to them. By board of director’s action, the corporate charter, bylaws, or board of director actions can broaden the indemnity and advance of expenses.

Maryland law requires a Maryland corporation (unless otherwise provided in its charter) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity for judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless subject to an exception such as listed above.

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Unless limited by the charter, a court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in the right of the corporation, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met. Such advance is limited by section 5-418 of the Courts and Judicial Proceedings Article summarized above.

NeighborCare Repackaging, Inc. and Professional Pharmacy Services, Inc. have indemnity provisions for officers and directors in either their Articles of Incorporation or their Bylaws as presently in force to the maximum extent allowed by law.

ASCO Healthcare of New England, LLC, ASCO Healthcare, LLC, Main Street Pharmacy L.L.C. and NeighborCare Pharmacies, LLC are registered under the laws of Maryland.

The Maryland Limited Liability Company Act, Title 4A of the Corporations and Associations article, does not have limitations on indemnity of members of limited liability corporations or any provisions for indemnification. The articles of organization and operating agreements of a limited liability company will control with two exceptions: first, because members are generally authorized under Maryland law to bind the LLC in the ordinary course of its business, under principles of agency law, agents are generally not liable or can require reimbursement for their lawful actions by their principal; and second, general equitable principles against self-dealing and failure to act in good faith or with reasonable care may prelude indemnification even if permitted in the articles of organization and operating agreement.

The Operating Agreements of the ASCO Healthcare of New England, LLC, ASCO Healthcare, LLC, Main Street Pharmacy L.L.C. and NeighborCare Pharmacies, LLC permit indemnification to the fullest extent of Maryland law for a member, if the member is or was a manager, officer, employee, appointee or designee of the company, with exceptions for bad faith, fraud or criminal acts.

ASCO Healthcare of New England, Limited Partnership is registered under the laws of Maryland.

Title 10 of the Maryland Corporations and Associations article, which contains the Maryland Limited Partnership Act, has no restrictions on indemnity of partners or persons conducting business on behalf of the limited partnership. However, general partners are subject to the restrictions and liabilities of a partner in a (general) partnership. There are limitations on the ability to disclaim certain general partner duties such as the ability of a general partner to disclaim a duty of loyalty, limitations on the ability to disclaim a duty of care under certain sections of Title 10, and a limitation on the ability to disclaim the obligation of good faith and fair dealing, but standards may be prescribed to measure whether or not such duties or obligations have been met. There will be no indemnification if there is a breach of those duties. There may be indemnification under the law of expenses to benefit or preserve the limited partnership.

The Agreement of Limited Partnership of ASCO Healthcare of New England, Limited Partnership is silent as to indemnification of directors and officers.

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Michigan

Specialized Pharmacy Services, LLC is registered under the laws of Michigan.

Section 216 of the Michigan Limited Liability Company Act (the “MLLCA”) provides that, except as otherwise provided in an operating agreement, a limited liability company may indemnify, hold harmless, and defend a member, manager, or other person from and against any and all losses, expenses, claims, and demands sustained by that person, except that the company may not indemnify the person for liability in connection with the receipt of a financial benefit to which the person is not entitled, voting or assenting to a distribution in violation of the company’s operating agreement or the law, or a knowing violation of the law.

Section 216 further provides that, except as otherwise provided in an operating agreement, a limited liability company may purchase and maintain insurance on behalf of a member, manager, or other person against any liability or expense asserted against or incurred by that person, whether or not the company may indemnify that person under Section 216.

The Limited Liability Company Agreement of Specialized Pharmacy Services, LLC provides that the company shall indemnify and hold harmless the sole member (being NeighborCare, Inc., a Pennsylvania corporation), to the fullest extent permitted by the MLLCA; provided that no indemnification or reimbursement shall be made to the member to the extent that a final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act. Any obligation to pay on behalf of or reimburse the member any expenses subject to indemnification is preconditioned upon the member undertaking the reimburse the company for such expenses if it shall ultimately be determined that the member is not entitled to be indemnified.

Missouri

Interlock Pharmacy Systems, LLC and Home Pharmacy Services, LLC are registered under the laws of Missouri.

The Missouri Limited Liability Company Act is silent as to indemnification.

The Limited Liability Company Agreement of Interlock Pharmacy Systems, LLC (formerly known as IP Acquisition Sub, LLC), a Missouri limited liability company (“Interlock”), provides that Interlock shall indemnify its sole member to the fullest extent permitted by the Missouri Limited Liability Company Act (RSMo. § 347.010, et seq. ) if the member is made or threatened to be made a party to any action by reason of the fact that the sole member is or was a manager, officer, employee, appointee or designee of Interlock.

The indemnification requirement is subject to claw back by Interlock if a final judgment establishes that the sole member’s acts or omissions were in bad faith, fraudulent or criminal. Interlock may advance the sole member’s expenses in defending any claims so long as the sole member agrees to reimburse Interlock if it is ultimately determined that the sole member is not entitled to indemnification by Interlock.

The sole member is obligated to notify Interlock of any litigation which may lead to indemnification, and Interlock shall be entitled to participate in such litigation.

The indemnification provided by Interlock’s Limited Liability Company Agreement is not exclusive of any other indemnification rights the sole member may have at law or by separate agreement, and is available only to the extent that indemnification is unavailable to the sole member under any applicable policy of insurance or otherwise.

The Limited Liability Company Declaration (the “Declaration”) of Home Pharmacy Services, LLC (formerly known as Home Pharmacy Merger Sub LLC), a Missouri limited liability company (“HPS”), provides

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that HPS shall indemnify, defend and hold harmless its present or former members, board members or officers (each, an “Indemnitee”) to the maximum extent provided by law, from and against any liability or expense incurred by reason of the fact that any such Indemnitee is or was a member, a board member or an officer of HPS.

No Indemnitee shall be indemnified for claims arising out of a breach of the Declaration by such Indemnitee or any acts or omissions by such Indemnitee that constitute fraud, willful misconduct or breach of fiduciary duty to HPS or to the member.

HPS shall advance an Indemnitee’s expenses in defending any claims so long as such Indemnitee agrees in writing to repay HPS if it is ultimately determined by a court that such Indemnitee is not entitled to indemnification by HPS.

New Hampshire

NCS Healthcare of New Hampshire, Inc. and Uni-Care Health Services of Maine, Inc. are incorporated under the laws of New Hampshire.

Section 293-A:8.51 of the New Hampshire Business Corporation Act (“NHBCA”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Under NHBCA Section 293-A:8.53, a New Hampshire corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in the preceding sentence; and (2) the director furnishes the corporation an undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct. Unless a corporation’s articles of incorporation provide otherwise, the corporation may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director to the same extent as to a director. A corporation may not indemnify a director (x) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (y) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by its articles of incorporation, a New Hampshire corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding. A New Hampshire corporation may also purchase and maintain on behalf of a director or officer insurance against liabilities incurred in such capacities, whether or not the corporation would have the power to indemnify him against the same liability under NHBCA Sections 293-A:8.51 or 293-A:8.52.

The Bylaws of NCS Healthcare of New Hampshire, Inc. provide that the corporation shall, indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payments of judgments against such officers and directors and to reimbursement of amounts paid in cash settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful

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misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers and directors.

The Bylaws of Uni-Care Health Services of Maine, Inc. provide that the corporation shall, indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payments of judgments against such officers and directors and to reimbursement of amounts paid in cash settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers and directors.

New Jersey

Institutional Health Care Services, LLC is registered under the laws of New Jersey.

Section 42:2C-38 of the Revised Uniform Limited Liability Company Act of New Jersey provides that a limited liability company shall indemnify a member, officer, employee or agent of the indemnifying company (a “company agent”) against expenses to the extent that the company agent is successful on the merits or otherwise in any proceeding brought against the company agent by reason of the company agent serving as a company agent or serving another enterprise at the request of the limited liability company. The operating agreement may alter or eliminate the indemnification for a member provided by Section 38.

The Operating Agreement of Institutional Health Care Services, LLC provides that it shall indemnify the member to the full extent permitted by law and the testator or intestate of the member, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the guarantor; provided that no indemnification or reimbursement shall be made to or on behalf of the member to the extent that a final judgment or other final adjudication binding on the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act.

New York

Pharmacy Associates of Glens Falls, Inc. and Vital Care Infusions, Inc. are incorporated under the laws of New York.

Reference is made to Sections 721 to 726 of the New York Business Corporation Law (“NYBCL”), which provide for indemnification of directors and officers, subject to certain limitations, for liabilities and expenses in connection with actions or proceedings involving them in such capacity. Pursuant to Section 721 of the NYBCL, no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 402(b) of the NYBCL permits a certificate of incorporation to set forth a provision limiting or eliminating the personal liability of directors to a corporation or its shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit the liability of a director if a

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judgment or other final adjudication adverse to him or her establishes (i) that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, or (ii) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or (iii) that his or her acts violated Section 719 of the NYBCL.

The certificates of incorporation of each of Pharmacy Associates of Glens Falls, Inc. and Vital Care Infusions, Inc., as amended, are silent as to indemnification of directors and officers.

The bylaws of each of Pharmacy Associates of Glens Falls, Inc., as amended, and Vital Care Infusions, Inc., are silent as to indemnification of directors and officers.

Ohio

Hytree Pharmacy, Inc., Management & Network Services, Inc., NCS Healthcare of Kentucky, Inc., NCS Healthcare of Montana, Inc., NCS Healthcare of New Mexico, Inc., NCS Healthcare of South Carolina, Inc., NCS Healthcare of Tennessee, Inc., NCS Healthcare of Washington, Inc., NCS Services, Inc. are incorporated under the laws of Ohio.

Pursuant to Section 1701.13(E) of the Ohio Revised Code, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of (i) any claim, issue or matter as to which that person shall have been adjudged to be liable for negligence or misconduct in performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court of common pleas or such other court shall deem proper; or (ii) any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Ohio Revised Code. An Ohio corporation is required to indemnify a director or officer against expenses actually and reasonably incurred to the extent that the director or officer is successful in defending a lawsuit brought against him or her by reason of the fact that the director or officer is or was a director or officer of the corporation.

The indemnification provided for in Section 1701.13(E) of the Ohio Revised Code is not exclusive of any other rights of indemnification to which those seeking indemnification may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

The Bylaws of Hytree Pharmacy, Inc. provide that the corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Ohio.

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The Bylaws of Management & Network Services, Inc., NCS Healthcare of Kentucky, Inc., NCS Healthcare of Montana, Inc., NCS Healthcare of New Mexico, Inc., NCS Healthcare of South Carolina, Inc., NCS Healthcare of Tennessee, Inc., NCS Healthcare of Washington, Inc., and NCS Services, Inc. provide that the corporation shall indemnify any director or officer to the fullest extent provided by, or permissible under, Section 1701.13 (E) of the Ohio Revised Code; and the corporation is specifically authorized to take any and all further action to effectuate any indemnification of any director or officer which any Ohio corporation may have power to take, by any vote of the shareholders, vote of disinterested directors, by any agreement, or otherwise. This Section of the Code of Regulations of the Corporation shall be interpreted in all respects to expand such power to indemnify to the maximum extent permissible to any Ohio corporation with regard to the particular facts of each case, and not in any way to limit any statutory or other power to indemnify, or right of any individual to indemnification.

Lo-Med Prescription Services, LLC, NCS Healthcare of Iowa, LLC, NCS Healthcare of Kansas, LLC, NCS Healthcare of Ohio, LLC, NCS Healthcare of Wisconsin, LLC and Westhaven Services Co., LLC are registered under the laws of Ohio.

Pursuant to Section 1705.32(A) of the Ohio Revised Code, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the limited liability company) by reason of the fact that he or she is or was a manager, member, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a manager, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the company and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the company, a limited liability company may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the company, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable for negligence or misconduct in performance of his duty to the company unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court of common pleas or such other court shall deem proper. An Ohio limited liability company is required to indemnify a manager or officer against expenses actually and reasonably incurred to the extent that the manager or officer is successful in defending a lawsuit brought against him or her by reason of the fact that the manager or officer is or was a manager or officer of the company.

The statutory right of indemnification is not exclusive in Ohio, and a limited liability company may, among other things, grant rights to indemnification under the limited liability company’s operating agreement or other agreements. Ohio limited liability companies are also specifically authorized to procure insurance against any liability that may be asserted against managers and officers, whether or not the limited liability company would have the power to indemnify such persons.

The Operating Agreements of Lo-Med Prescription Services, LLC, NCS Healthcare of Iowa, LLC, NCS Healthcare of Kansas, LLC, NCS Healthcare of Ohio, LLC, and NCS Healthcare of Wisconsin, LLC provide that the company shall indemnify the member to the full extent permitted by law and the testator or intestate of the member, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the company; provided that no indemnification or reimbursement shall be made to or on

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behalf of the member to the extent that a final judgment or other final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act. Expenses, including attorneys’ fees, incurred by the member in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the member to repay such expenses if it shall ultimately be determined that the member is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the member, the member shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

The Operating Agreement of Westhaven Services Co., LLC provides that the company shall indemnify its officers, the member and their respective managers, officers, directors, employees, agents, appointees or designees (each, an “Indemnified Person”) to the full extent permitted by law and the testator or intestate of any of the foregoing, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnified Person is or was a manager, officer, employee, agent, appointee or designee of the company or the member; provided that no indemnification or reimbursement shall be made to or on behalf of the Indemnified Person to the extent that a final judgment or other final adjudication binding upon the Indemnified Person establishes that the Indemnified Person’s acts or omissions resulted from its bad faith, fraud or criminal act. Expenses, including attorneys’ fees, incurred by the Indemnified Person in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the Indemnified Person to repay such expenses if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the Indemnified Person, the Indemnified Person shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

Oklahoma

CP Acquisition Corp. is incorporated under the laws of Oklahoma.

Section 1031 of the Oklahoma General Corporation Act (“OGCA”) allows a corporation to indemnify any persons who were or are parties or are threatened to be made parties to any threatened, pending, or completed action, suit or proceeding against (a) expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any such action, suit or proceeding brought by reason of such person being or having been a director, officer, employee or agent of the corporation, or of any other corporation, partnership, joint venture, trust or other enterprise at the corporation’s request, other than an action by or in the right of the corporation, provided that, to be entitled to indemnification, the individual must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interest, and with respect to any criminal action, the person seeking indemnification had no reasonable cause to believe that the conduct was unlawful, and (b) expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of any action or suit by or in the right of the corporation brought by reason of the person seeking indemnification being or having been a director, officer, employee or agent of the corporation, or any other corporation, partnership, joint venture, trust or other enterprise at the corporation’s request, provided the actions were in good faith and were reasonably believed to be in or not opposed to the corporation’s best interest, except that no indemnification shall be made in respect of any claim, issue or matter as to which the individual shall have been adjudged liable to the corporation, unless and only to the extent that the court in which such action was decided has determined that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.

The Certificate of Incorporation of CP Acquisition Corp., an Oklahoma corporation (the “Corporation”), provides that a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of the director’s fiduciary duty as a director, except for liability resulting from (i) any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) acts or omissions not in

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good faith or that involve intentional misconduct or knowing violation of the law; (iii) the payment of unlawful dividends or any unlawful stock purchase or redemption under Section 1053 of the Oklahoma General Corporation Act; and (iv) any transaction from which the director derived an improper personal benefit.

The Bylaws of the Corporation provide that the Corporation shall indemnify and hold harmless each person that is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, to the fullest extent not prohibited by the Oklahoma General Corporation Act, except for any claim based on an act or omission (i) involving intentional misconduct or a knowing violation of law or (ii) from which such person derived an improper personal pecuniary benefit. Such indemnification shall include all expenses, liability, loss (including attorneys’ fees), judgments, fines, and amounts paid in settlement. The right of indemnification is not exclusive of any other right to which such person may be entitled pursuant to any statute, provision of the certificate of incorporation, agreement, vote of stockholders or disinterest directors, or otherwise. In addition, persons not specifically covered by the aforementioned indemnification provisions of the Bylaws may be indemnified to the extent authorized by the Board of Directors of the Corporation.

Pennsylvania

NeighborCare, Inc. and Delco Apothecary, Inc. are incorporated under the laws of Pennsylvania.

Section 1741 of the Pennsylvania Business Corporation Law of 1988, as amended (the “Pennsylvania Statute”), provides that, unless otherwise restricted in its bylaws, a business corporation may indemnify its directors and officers (other than in an action by or in the right of the corporation) against expenses, judgments, fines and amounts paid in settlement reasonably incurred in such capacity provided the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 1742 of the Pennsylvania Statute provides that, unless otherwise restricted in its bylaws, a business corporation may indemnify its directors and officers in any action by or in the right of the corporation against expenses reasonably incurred in such capacity provided the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. However, this power to indemnify does not exist in the case of actions against any person by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation unless a court determines that despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the court deems proper. Pursuant to Section 1743 of the Pennsylvania Statute, a corporation is required to indemnify its directors and officers against reasonable expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Section 1746 of the Pennsylvania Statute provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any bylaws provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 1747 of the Pennsylvania Statute grants a corporation, unless otherwise restricted in its bylaws, the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them in such capacity, whether or not the corporation would have the power to indemnify them against such liability.

Section 8 of the Amended and Restated Articles of Incorporation of NeighborCare, Inc. provides the corporation shall indemnify to the fullest extent permitted by applicable law any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, external, administrative or investigative (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or foreign, including service with respect to an employee benefit

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plan, its participants or beneficiaries, against all liability, loss and expense (including attorneys’ fees and amounts paid in entitlement) actually and reasonably incurred by such person in connection with such Proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or in the right of the corporation.

The bylaws of NeighborCare, Inc. provide that the guarantor shall, to the fullest extent permitted by applicable law, indemnify its directors and officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the guarantor or other entity) by reason of the fact that such director or officer is or was a director or officer of the guarantor or is or was serving at the request of the guarantor as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceedings, except as otherwise provided in the next sentence. No indemnification shall be provided with respect to expenses or the payment of profits arising from the purchase or sale of securities of the guarantor in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended; (b) if a final unappealable judgment or award establishes that such director or officer engaged in self-dealing, willful misconduct or recklessness; (c) for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, and amounts paid in settlement) which have been paid directly to such person by an insurance carrier under a policy of officers’ and directors’ liability insurance whose premiums are paid for by the guarantor or by an individual or entity other than such director or officer ; and (d) for amounts paid in settlement of any threatened, pending or completed action, suit or proceeding without the written consent of the guarantor, which written consent shall not be unreasonably withheld.

The Bylaws of Delco Apothecary, Inc. provide that the corporation shall, to the fullest extent permitted by applicable law, indemnify its directors and officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the corporation or other entity) by reason of the fact that such director or officer is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding.

No indemnification shall be provided (a) with respect to expenses or the payment of profits arising from the purchase or sale of securities of the Corporation in violation of Section 16(b) of the Securities Exchange Act of 1934; (b) if a final unappealable judgment or award establishes that such director or officer engaged in self-dealing, willful misconduct or recklessness; (c) for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, and amounts paid in settlement) which have been paid directly to, or for the benefit of, such person by an insurance carrier under a policy of officers’ and directors’ liability insurance whose premiums are paid for by the corporation or by an individual or entity other than such director or officer; and (d) for amounts paid in settlement of any threatened, pending or completed action, suit or proceeding without the written consent of the corporation, which written consent shall not be unreasonably withheld.

Continuing Care Rx, LLC, Omnicare Pharmacies of Pennsylvania West, LLC and Suburban Medical Services, LLC are registered under the laws of Pennsylvania.

Section 8945 of the Pennsylvania Limited Liability Company Law of 1994 provides that a Pennsylvania limited liability company may and shall have the power to indemnify and hold harmless any member or manager

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or other person from and against any and all claims and demands whatsoever; provided, however, that a limited liability company may not indemnify a manager, member or other person for an act that is determined by a court to constitute willful misconduct or recklessness. Further, subsection (d) provides that a limited liability company may pay expenses incurred by a member, manager or other person in advance of disposition of any claim if such person makes an undertaking to repay the company if it is determined that such person is not entitled to indemnification. Finally, under subsection (f), a limited liability company must indemnify its members and managers for payments made, and personal liabilities reasonably incurred, in the ordinary and proper conduct of its business or for the preservation of its business or property.

The Limited Liability Company Agreement of Continuing Care Rx, LLC provides that the company shall indemnify its officers, the member and their respective managers, officers, directors, employees, agents, appointees or designees (each, an “Indemnified Person”) to the full extent permitted by law and the testator or intestate of any of the foregoing, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnified Person is or was a manager, officer, director, employee, agent, appointee or designee of the company or the member; provided that no indemnification or reimbursement shall be made to or on behalf of the Indemnified Person to the extent that a final judgment or other final adjudication binding upon the Indemnified Person establishes that the Indemnified Person’s actions or omissions resulted from such person’s bad faith, fraud or criminal act.

The Limited Liability Company Agreement of Omnicare Pharmacies of Pennsylvania West, LLC provides that the company shall indemnify the member to the full extent permitted by law and the testator or intestate of the member, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the company; provided that no indemnification or reimbursement shall be made to or on behalf of the member to the extent that a final judgment or other final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act.

The Limited Liability Company Operating Agreement of Suburban Medical Services, LLC provides that the member, the officers and their respective managers, officers, directors, employees, agents, appointees and designees shall be indemnified by the company to the fullest extent permitted by the Pennsylvania Limited Liability Company Act and as may be otherwise permitted by applicable law.

South Carolina

Pharmacy Consultants, LLC is registered under the laws of South Carolina.

Section 33-44-403 of the South Carolina Uniform Limited Liability Company Act of 1996 discusses members’ and managers’ rights to payments and reimbursement. A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. A payment or advance made by a member that gives rise to an obligation of a limited liability company under the South Carolina statute constitutes a loan to the company upon which interest accrues from the date of the payment or advance. A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.

The Limited Liability Company Agreement of Pharmacy Consultants, LLC provides that the company shall indemnify its officers, the member and their respective managers, officers, directors, employees, agents, appointees or designees (each, an “Indemnified Person”) to the full extent permitted by law and the testator or intestate of any of the foregoing, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnified Person is or was a

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manager, officer, director, employee, agent, appointee or designee of the company or the member; provided that no indemnification or reimbursement shall be made to or on behalf of the Indemnified Person to the extent that a final judgment or other final adjudication binding upon the Indemnified Person establishes that the Indemnified Person’s acts or omissions resulted from such person’s bad faith, fraud or criminal act. Additionally, expenses, including attorneys’ fees, incurred by the Indemnified Person in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the Indemnified Person to repay such expenses if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the Indemnified Person, the Indemnified Person shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

Furthermore, the indemnification and reimbursement of expenses provided above shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided shall be available only to the extent that indemnification or reimbursement is unavailable to the Indemnified Person under any applicable policy of insurance or otherwise.

South Dakota

Omnicare Pharmacy and Supply Services, LLC is registered under the laws of South Dakota.

Section 47-34A-403(a) of the South Dakota Limited Liability Act provides that a limited liability company shall reimburse a member or a manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

The Limited Liability Company Agreement of Omnicare Pharmacy and Supply Services, LLC provides that the company shall indemnify the member to the full extent permitted by law and the testator or intestate of the member, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the company; provided that no indemnification or reimbursement shall be made to or on behalf of the member to the extent that a final judgment or other final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act. Expenses, including attorneys’ fees, incurred by the member in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the member to repay such expenses if it shall ultimately be determined that the member is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the member, the member shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

Further, the indemnification and reimbursement of expenses provided above shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided shall be available only to the extent that indemnification or reimbursement is unavailable to the member under any applicable policy of insurance or otherwise.

Virginia

Capitol Home Infusion, Inc. and Williamson Drug Company, Incorporated are incorporated under the laws of Virginia.

Section 697 et seq. of the Virginia Stock Corporation Act (the “Virginia Statute”) provides that a Virginia corporation may indemnify an individual made a party to a proceeding because he is or was a director against

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liability incurred in the proceeding if: (a) the individual conducted himself in good faith; and (b) the individual believed: (i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and (ii) in all other cases, that his or her conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. A Virginia corporation is not permitted to indemnify a director under this section: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. Indemnification permitted under the Virginia Statute in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding by directors who meet the good faith and actual belief standards for indemnity described above. Unless limited by its articles of incorporation, a corporation must indemnify a director who entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her. With respect to a proceeding by or in the right of the corporation, the court may (i) order indemnification of the director to the extent of his or her reasonable expenses if it determines that, considering all the relevant circumstances, the director is entitled to indemnification even though he or she was adjudged liable to the corporation and (ii) also order the corporation to pay the director’s reasonable expenses incurred to obtain the order of indemnification. The Virginia Statute further authorizes a Virginia corporation to indemnify an officer, employee, or agent of the corporation to the same extent as to a director, and requires, unless limited by its articles of incorporation, indemnification of an officer who entirely prevails in the defense of any proceeding to which he was a party because he is or was an officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

In addition, Section 703 of the Virginia Statute authorizes a Virginia corporation to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him or her against the same liability under the Virginia Statute.

The Capitol Home Infusion, Inc. Bylaws provide that the corporation shall indemnify any person who was or is a party, including those who were, are, or are threatened to be made a named defendant or respondent, to any proceeding, including a proceeding by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he or she is or was a director, or officer, or employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding if (i) he or she believed, in the case of conduct in his or her official capacity, that his or her conduct was in the best interest of the corporation, and in all other cases that his or her conduct was at least not opposed to its best interests, and, in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) he or she was not guilty of gross negligence or willful misconduct.

Notwithstanding the above provision, no indemnification shall be made in connection with any proceeding charging the applicant with improper benefit to himself or herself, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. To the extent that the applicant has been successful on the merits or otherwise in defense of any proceeding referred to in the indemnification section of the Bylaws, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses actually incurred by him or her in connection therewith.

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Furthermore, all decisions with regard to indemnification shall be made by a majority vote of the Board of Directors, excluding the vote of any director who is the subject of such vote, and the right of indemnification shall not be exclusive of other rights to which any such Director or Officer may be entitled as a matter of law.

The Bylaws also provide that expenses covered by such indemnification shall include the cost of reasonable settlements (other than amounts paid to the corporation itself), made with a view to curtailing costs of litigation whenever the best interests of the corporation are served. In determining the reasonableness of any settlement, the judgment of the Board of Directors shall be final. Finally, the corporation shall have the power to purchase Directors and Officers liability insurance on behalf of any such person who is or was a Director or Officer of the corporation.

The Williamson Drug Company, Incorporated Bylaws provide that the corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the Stock Corporation Act of Virginia.

NeighborCare of Virginia, LLC is registered under the laws of Virginia.

Section 13.1-1009 of the Virginia Limited Liability Company Act (“VALLCA”) permits a Virginia limited liability company, subject to the standards and restrictions set forth in its articles of organization or operating agreement, to indemnify and hold harmless any member, manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member, manager or other person for reasonable expenses incurred by such a person who is party to a proceeding in advance of final disposition of the proceeding.

The Operating Agreement of NeighborCare of Virginia, LLC provides that the company shall indemnify to the full extent permitted by law each manager, and the testator or intestate of any such manager, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such manager is or was a manager, officer, employee, appointee or designee of the company; provided that no indemnification or reimbursement shall be made to or on behalf of any such manager to the extent that a final judgment or other final adjudication binding upon such manager establishes that the acts or omissions of such manager resulted from the bad faith, fraud or criminal act of such manager. Additionally, expenses, including attorneys’ fees, incurred by any such manager in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of such manager to repay such expenses if it shall ultimately be determined that such manager is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against any such manager, such manager shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

Furthermore, the indemnification and reimbursement of expenses provided shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided shall be available only to the extent that indemnification or reimbursement is unavailable to such manager under any applicable policy of insurance or otherwise.

Washington

Evergreen Pharmaceutical, LLC is registered under the laws of Washington.

Section 25.15.040 of the Washington Limited Liability Company Act (the “WLLCA”) provides that a limited liability company agreement may contain provisions not inconsistent with law that: (a) eliminate or limit the personal liability of a member or manager to the limited liability company or its members for monetary damages for conduct as a member or manager, provided that such provisions shall not eliminate or limit the liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation

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of law by a member or manager, for conduct of the member or manager violating Section 25.15.235 of the WLLCA (which restricts distributions when a company’s liabilities exceed its assets), or for any transaction from which the member or manager will personally receive a benefit in money, property or services to which the member or manager is not legally entitled; or (b) indemnify any member or manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which an individual is a party because he or she is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, conduct of the member or manager adjudged to be in violation of Section 25.15.235 of the WLLCA or any transaction with respect to which it was finally adjudged that such member or manager received a benefit in money, property or services to which such member or manager was not legally entitled.

The Limited Liability Company Agreement of Evergreen Pharmaceutical, LLC provides that the company shall indemnify and hold harmless the member to the fullest extent permitted by law.

West Virginia

Compass Health Services, LLC is registered under the laws of West Virginia.

Section 31B-4-403 of the West Virginia Uniform Limited Liability Company Act discusses members’ and managers’ rights to payments and reimbursement. A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. A payment or advance made by a member that gives rise to an obligation of a limited liability company under the West Virginia statute constitutes a loan to the company upon which interest accrues from the date of the payment or advance. A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.

The limited liability company agreement of Compass Health Services, LLC provides that the company shall indemnify its member to the full extent permitted by law and the testator or intestate of the M\member, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the company; provided that no indemnification or reimbursement shall be made to or on behalf of the member to the extent that a final judgment or other final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act. Expenses, including attorneys’ fees, incurred by the member in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the member to repay such expenses if it shall ultimately be determined that the member is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the member, the member shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof.

The limited liability company agreement specifies that the indemnification and reimbursement available as described above shall not be deemed exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses shall be available only to the extent that indemnification or reimbursement is unavailable to the member under any applicable policy of insurance or otherwise.

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Wisconsin

Roeschen’s Healthcare, LLC is registered under the laws of Wisconsin.

Section 183.0403 of the Wisconsin Limited Liability Company Act (the “WLLCA”), a Wisconsin limited liability company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager. An operating agreement may alter or provide additional rights to indemnification of liabilities or allowance of expenses to members and managers. Under Section 183.0403(4) of the WLLCA, a Wisconsin limited liability company may not indemnify a member or manager for liabilities or permit a member or manager to retain any allowance for expenses unless it is determined by or on behalf of the limited liability company that the liabilities or expenses did not result from the member’s or manager’s breach or failure to perform a duty to the limited liability company as provided in Section 183.0402 of the WLLCA which provides that unless otherwise set forth in the operating agreement of the limited liability company, no member or manager shall act or fail to act in a manner that constitutes any of the following: (a) a willful failure to deal fairly with the limited liability company or its members in connection with a matter in which the member or manager has a material conflict of interest; (b) a violation of criminal law, unless the member or manager had reasonable cause to believe that the person’s conduct was lawful or no reasonable cause to believe that the conduct was unlawful; (c) a transaction from which the member or manager derived an improper personal profit; or (d) willful misconduct. Unless otherwise provided in the operating agreement, all of the following apply: (y) A member or manager who is a party to a proceeding because the person is a member or manager shall be conclusively presumed not to have breached or failed to perform a duty to the limited liability company to the extent that the member or manager has been successful on the merits or otherwise in the defense of the proceeding; and (z) In situations not described in the preceding subparagraph (y), the determination of whether a member or manager, who is a party to a proceeding because the person is a member or manager, has breached or failed to perform a duty to the limited liability company, or whether the liability or expenses resulted from the breach or failure, shall be made by the vote of the members, except that the vote of any member who is a party to the same or a related proceeding shall be excluded unless all members are parties.

The Limited Liability Company Agreement of Roeschen’s Healthcare, LLC dated June 9, 2006, at Section 17, requires the company to indemnify a member to the fullest extent permitted by law, when said member is made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the company, provided that no indemnification or reimbursement shall be made to or on behalf of the member to the extent that a final judgment or other final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act. Expenses, including attorneys’ fees, incurred by the member in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the member to repay such expenses if it shall ultimately be determined that the member is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the member, the member shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof. The indemnification and reimbursement of expenses provided in the company’s limited liability company agreement is not exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided by said Section 17 shall be available only to the extent that indemnification or reimbursement is unavailable to the member under any applicable policy of insurance or otherwise.

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