EXHIBIT 10.5 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of March 21, 2000 (this "AGREEMENT"), among PRECIS SMART CARD SYSTEMS, INC., an Oklahoma corporation ("PARENT"), PRECIS-FORESIGHT ACQUISITION, INC., an Oklahoma...Merger Agreement • May 11th, 2000 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Oklahoma
Contract Type FiledMay 11th, 2000 Company Industry Jurisdiction
EXHIBIT 2.2 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This THIRD AMENDMENT, dated as of June 8, 2001, to the Agreement and Plan of Merger dated March 21, 2000, as previously amended as of June 22, 2000 and August 23, 2000 (the "MERGER...Agreement and Plan of Merger • June 25th, 2001 • Precis Smart Card Systems Inc • Services-prepackaged software
Contract Type FiledJune 25th, 2001 Company Industry
EXHIBIT 10.10 AGREEMENTAgreement • December 6th, 1999 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Florida
Contract Type FiledDecember 6th, 1999 Company Industry Jurisdiction
WITNESSETH:Nonqualified Stock Option Agreement • December 21st, 2001 • Precis Smart Card Systems Inc • Services-prepackaged software
Contract Type FiledDecember 21st, 2001 Company Industry
EXHIBIT 1.1Underwriting Agreement • January 18th, 2000 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Florida
Contract Type FiledJanuary 18th, 2000 Company Industry Jurisdiction
EXHIBIT 1.1 PRECIS SMART CARD SYSTEMS, INC. 1,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 1999 • Precis Smart Card Systems Inc • Florida
Contract Type FiledSeptember 7th, 1999 Company Jurisdiction
EXHIBIT 1.2Selected Dealer Agreement • January 18th, 2000 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Florida
Contract Type FiledJanuary 18th, 2000 Company Industry Jurisdiction
EXHIBIT 10.8 Stonegate Securities 5950 Sherry Lane, 4th Floor Dallas, TX 75225 214-987-4121Financial Advisory Agreement • March 4th, 2002 • Precis Smart Card Systems Inc • Services-business services, nec • Texas
Contract Type FiledMarch 4th, 2002 Company Industry Jurisdiction
EXHIBIT 10.7Independent Contractor Agreement • December 6th, 1999 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software
Contract Type FiledDecember 6th, 1999 Company Industry
EXHIBIT 10.11 VERIFONE VERISMART APPLICATION DEVELOPER'S KIT LICENSE AGREEMENT This VeriFone VeriSmart Application Developer's Kit License Agreement (this "Agreement") is made and entered into between VeriFone, Inc., a Delaware corporation...License Agreement • December 6th, 1999 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software
Contract Type FiledDecember 6th, 1999 Company Industry
EXHIBIT 4.2 UNDERWRITER'S WARRANT AGREEMENT (the "Underwriter's Warrant Agreement" or "Agreement"), dated as of __________, 2000, between Precis Smart Card Systems, Inc. (the "Company") and Barron Chase Securities, Inc. (the "Managing Underwriter").Underwriter's Warrant Agreement • January 18th, 2000 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Florida
Contract Type FiledJanuary 18th, 2000 Company Industry Jurisdiction
EXHIBIT 10.6 ADVERTISING AGREEMENTAdvertising Agreement • December 6th, 1999 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Oklahoma
Contract Type FiledDecember 6th, 1999 Company Industry Jurisdiction
EXHIBIT 4.3Promotional Shares Lock-in Agreement • January 18th, 2000 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software
Contract Type FiledJanuary 18th, 2000 Company Industry
EXHIBIT 10.3Merger and Acquisition Agreement • January 18th, 2000 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Florida
Contract Type FiledJanuary 18th, 2000 Company Industry Jurisdiction
EXHIBIT 10.12 SELLING SHAREHOLDER AGREEMENTSelling Shareholder Agreement • April 8th, 2002 • Precis Smart Card Systems Inc • Services-business services, nec • Oklahoma
Contract Type FiledApril 8th, 2002 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2005 • Precis Inc • Services-business services, nec • Texas
Contract Type FiledApril 18th, 2005 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the 1st day of November 2004 (the “Effective Date”), by and between Precis, Inc. (the “Company”), an Oklahoma corporation, and Robert L. Bintliff, an individual (the “Executive”) (the Company and the Executive are collectively referred to as the “parties” or are individually referred to as the “party”).
EXHIBIT 4.2 NON-QUALIFIED STOCK OPTION AGREEMENT PRECIS SMART CARD SYSTEMS, INC. THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into this 27th day of August, 2001, by and between Precis, Inc. (the "Company") and [NAME...Non-Qualified Stock Option Agreement • December 21st, 2001 • Precis Smart Card Systems Inc • Services-prepackaged software
Contract Type FiledDecember 21st, 2001 Company Industry
AGREEMENT AND PLAN OF MERGER AMONGST ALLIANCE HEALTHCARD, INC., ACCESS/ALLIANCE ACQUISITION CORP. AND ACCESS PLANS USA, INC. DATED: NOVEMBER 13, 2008Merger Agreement • November 14th, 2008 • Access Plans USA, Inc. • Services-business services, nec • Oklahoma
Contract Type FiledNovember 14th, 2008 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER, dated as of November 13, 2008 (this “Agreement”), is amongst ALLIANCE HEALTHCARD, INC., a Georgia corporation (the “ALHC”), ACCESS/ALLIANCE ACQUISITION CORP., an Oklahoma corporation and wholly-owned special purpose subsidiary of ALHC (“Acquisition Corp” and with ALHC, the “Company”), and ACCESS PLANS USA, INC., an Oklahoma corporation (“AUSA”). Collectively, ALHC, Acquisition Corp and AUSA are referred to as the “Parties” or individually the “Party.”
LOAN AND SECURITY AGREEMENT dated as of March 24, 2008 among America’s Healthcare/Rx Plan Agency, Inc. and Access Plans USA, Inc., as Borrowers and CFG LLC, as Lender and Secured PartyLoan and Security Agreement • October 27th, 2008 • Access Plans USA, Inc. • Services-business services, nec • Delaware
Contract Type FiledOctober 27th, 2008 Company Industry JurisdictionTHIS LOAN AND SECURITY AGREEMENT (the “Loan Agreement”) is made and entered into as of March 24 , 2008 by and between America’s Healthcare/Rx Plan Agency, Inc., a Delaware corporation (the “Borrower”), Access Plans USA, Inc., an Oklahoma corporation (the “Co-Borrower”), and CFG LLC, a Delaware limited liability company (“CFG” or “Lender”).
EXHIBIT 1.3 PRECIS SMART CARD SYSTEMS, INC.Underwriting Agreement • January 18th, 2000 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Florida
Contract Type FiledJanuary 18th, 2000 Company Industry Jurisdiction
ASSET PURCHASE AGREEMENT AMONGST PRECIS, INC. FORESIGHT, INC. AND BENEFIT MARKETING SOLUTIONS, LLC EFFECTIVE DECEMBER 1, 2005Asset Purchase Agreement • December 12th, 2005 • Precis Inc • Services-business services, nec • Texas
Contract Type FiledDecember 12th, 2005 Company Industry JurisdictionTHIS ASSET PURCHASE AGREEMENT, dated to be effective as of December 1, 2005 (this “Agreement”), is amongst PRECIS, INC., an Oklahoma corporation (“Precis”), Foresight, Inc., an Oklahoma corporation and wholly-owned subsidiary of Precis (“Seller”) and Benefit Marketing Solutions, LLC, an Oklahoma limited liability company (“Buyer”). Collectively, Buyer, Seller and Buyer, shall be referred to as the “Parties” or individually the “Party.”
1.05. LEASE TERM: 5______ years and 0_____ months beginning on December 15, 2001 ----------------- (the "Commencement Date") and ending on December 15, 2006 (the "Expiration ----------------- Date") unless Tenant's communication system has been...Commercial Lease Agreement • March 20th, 2002 • Precis Smart Card Systems Inc • Services-business services, nec • Texas
Contract Type FiledMarch 20th, 2002 Company Industry Jurisdiction
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 2008 • Access Plans USA, Inc. • Services-business services, nec • Arkansas
Contract Type FiledDecember 30th, 2008 Company Industry JurisdictionThis Stock Purchase Agreement (this “Agreement”) is entered into on December 24, 2008, by and among HealthScope Benefits, Inc., a Delaware corporation (“Buyer”), and Precis-Access Acquisition, Inc., a Texas corporation (“Seller”), and Access Plans USA, Inc., an Oklahoma corporation (“Access Plans”). Buyer, Seller and Access Plans are referred to collectively herein as the “Parties.”
AGREEMENTEmployment Agreement • December 21st, 2001 • Precis Smart Card Systems Inc • Services-prepackaged software • Oklahoma
Contract Type FiledDecember 21st, 2001 Company Industry Jurisdiction
LOAN AGREEMENTLoan Agreement • February 13th, 2009 • Access Plans USA, Inc. • Services-business services, nec • Oklahoma
Contract Type FiledFebruary 13th, 2009 Company Industry JurisdictionTHIS LOAN AGREEMENT dated as of February 9, 2009 (this “Loan Agreement”) between Alliance HealthCard, Inc. (the “Lender”) and Access Plans USA, Inc. (the “Borrower”) respecting the granting by the Lender of an Operating/Standby Line of Credit (the “Credit”) on the following terms and conditions:
STOCK PURCHASE AGREEMENT AMONGST PRECIS, INC. PRECIS-ACCESS ACQUISITION, INC. AND NATIONAL CENTER FOR EMPLOYMENT OF THE DISABLED ACCESS HEALTHSOURCE, INC. ACCESS ADMINISTRATORS, INC. ACCESS HEALTHSOURCE ADMINISTRATORS, INC. AND ADVANTAGE CARE NETWORK,...Stock Purchase Agreement • July 2nd, 2004 • Precis Inc • Services-business services, nec • Texas
Contract Type FiledJuly 2nd, 2004 Company Industry JurisdictionTHIS STOCK PURCHASE AGREEMENT, dated as of June 18, 2004 (this “Agreement”), is amongst PRECIS, INC., an Oklahoma corporation (“Parent”), PRECIS-ACCESS ACQUISITION, INC., a Texas corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), ACCESS ADMINISTRATORS, INC., a Texas corporation (“AAI”), ACCESS HEALTHSOURCE ADMINISTRATORS, INC., a Texas corporation (“AHA”), ADVANTAGE CARE NETWORK, INC., a Delaware corporation (“ACNI”), and ACCESS HEALTHSOURCE, INC., a Texas corporation (“AHI” and jointly with AAI, ACNI and AHA referred to as the “Company”) and NATIONAL CENTER FOR EMPLOYMENT OF THE DISABLED, a Texas nonprofit corporation (“NCED” or the “Company Shareholder”). Collectively, Parent, Acquisition Sub, AAI, AHA, ACNI, AHI and the Company Shareholder shall be referred to as the “Parties” or individually the “Party.”
EXHIBIT 1.1 STONEGATE SECURITIES 5950 SHERRY LANE, 4TH FLOOR DALLAS, TX 75225 214-987-4121Shareholder Agreement • March 4th, 2002 • Precis Smart Card Systems Inc • Services-business services, nec • Texas
Contract Type FiledMarch 4th, 2002 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT DATED AUGUST 1, 2005, BETWEEN REGISTRANT AND COLEMAN ORR. EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • Precis Inc • Services-business services, nec • Texas
Contract Type FiledMarch 31st, 2006 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the 1st day of August 2005 (the "Effective Date"), by and between Precis, Inc. (the "Company"), an Oklahoma corporation, and Coleman Orr, an individual (the "Employee") (the Company and the Employee are collectively referred to as the "parties" or are individually referred to as the "party").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2006 • Precis Inc • Services-business services, nec • Texas
Contract Type FiledJanuary 12th, 2006 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into this 18th day of June 2004, by and between Precis, Inc., an Oklahoma corporation (the “Company”), and National Center for the Employment of the Disabled, a Texas nonprofit corporation (“NCED”) (collectively NCED and the Company are referred to as the “parties” or individually the “party”).
EXHIBIT 10.8 CONTRACT PROPOSAL FOR SAHALEE COUNTRY CLUB CLUBHOUSE SCRIPT CASH CARDContract Proposal • December 6th, 1999 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • New York
Contract Type FiledDecember 6th, 1999 Company Industry Jurisdiction
EXHIBIT 4.3 NON-QUALIFIED STOCK OPTION AGREEMENT PRECIS SMART CARD SYSTEMS, INC. THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into this 29th day of December, 2000, by and between Precis Smart Card Systems, Inc. (the...Non-Qualified Stock Option Agreement • December 21st, 2001 • Precis Smart Card Systems Inc • Services-prepackaged software
Contract Type FiledDecember 21st, 2001 Company Industry
EXHIBIT 10.9 DRAFT OF SEPTEMBER 29, 1997Smart Card System Agreement • December 6th, 1999 • Precis Smart Card Systems Inc • Wholesale-computers & peripheral equipment & software • Illinois
Contract Type FiledDecember 6th, 1999 Company Industry Jurisdiction
STOCK PURCHASE AGREEMENT AMONG ACCESS PLANS USA, INC. PROTECTIVE MARKETING ENTERPRISES, INC. AND PROTECTIVE LIFE CORPORATION DATED AS OF SEPTEMBER 27, 2007 STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 28th, 2007 • Access Plans USA, Inc. • Services-business services, nec • Texas
Contract Type FiledSeptember 28th, 2007 Company Industry JurisdictionTHIS STOCK PURCHASE AGREEMENT, dated as of September 27, 2007 (this “Agreement”), is entered into by and among ACCESS PLANS USA, INC., an Oklahoma corporation (“Purchaser”), PROTECTIVE MARKETING ENTERPRISES, INC., a Tennessee corporation (the “Company”), and PROTECTIVE LIFE CORPORATION, a Delaware corporation (the “Seller”). Purchaser, Seller and the Company may be referred to herein collectively as the “Parties” or individually as a “Party.”
AGREEMENTStock Option Agreement • December 21st, 2001 • Precis Smart Card Systems Inc • Services-prepackaged software
Contract Type FiledDecember 21st, 2001 Company Industry
EXHIBIT 10.5 SMART CARD AGREEMENT No. 01-1999Smart Card Agreement • September 7th, 1999 • Precis Smart Card Systems Inc
Contract Type FiledSeptember 7th, 1999 Company