STOCK PURCHASE AGREEMENT By and Among HEALTHEXTRAS, INC. (Buyer) And PHARMACY NETWORK NATIONAL CORPORATION TRUST (Seller)Stock Purchase Agreement • December 16th, 2002 • Healthextras Inc • Insurance agents, brokers & service • North Carolina
AGREEMENT BETWEEN UNITED PAYORS & UNITED PROVIDERS, INC. AND HEALTHEXTRAS, L.L.C.Agreement • July 26th, 1999 • Healthextras Inc • Delaware
Common Stock ($.01 Par Value)Underwriting Agreement • December 9th, 1999 • Healthextras Inc • Services-health services • New York
EXHIBIT 10.7 INDEMNIFICATION AGREEMENT -------------------------- THIS INDEMNIFICATION AGREEMENT ("Agreement") IS MADE AS OF THIS _______________ DAY OF _____________ 1999 BY AND BETWEEN HEALTHEXTRAS, INC., A DELAWARE CORPORATION (the "Company"), and...Indemnification Agreement • September 21st, 1999 • Healthextras Inc • Services-health services • Delaware
EXHIBIT 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), entered into effective this 25th day of September 2001, (the "Execution Date") by and among HealthExtras, Inc., a Delaware corporation, with headquarters...Securities Purchase Agreement • October 29th, 2001 • Healthextras Inc • Insurance agents, brokers & service • New York
AGREEMENT ---------Sublease Agreement • March 30th, 2000 • Healthextras Inc • Services-health services • Maryland
FORM OF HEALTHEXTRAS, INC. 2006 STOCK INCENTIVE PLANAgreement • June 22nd, 2006 • Healthextras Inc • Insurance agents, brokers & service • Delaware
FORM OFStockholders Agreement • October 20th, 1999 • Healthextras Inc • Services-health services • Delaware
FORM OF REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • October 20th, 1999 • Healthextras Inc • Services-health services • Delaware
FORM OF AGREEMENT AND PLAN OF REORGANIZATION Among HEALTHEXTRAS, INC., HEALTHEXTRAS, LLC, and CAPITAL Z HEALTHCARE HOLDING CORP.Form of Agreement • October 20th, 1999 • Healthextras Inc • Services-health services • Delaware
by and amongSecurities Purchase Agreement • November 21st, 2000 • Healthextras Inc • Services-health services • Delaware
CATALYST CONSULTANTS, INC. SECURITIES PURCHASE AGREEMENT Dated as of November 14, 2001 by and among HEALTHEXTRAS, INC. as the Purchaser, CATALYST CONSULTANTS, INC.Securities Purchase Agreement • November 29th, 2001 • Healthextras Inc • Insurance agents, brokers & service • Nevada
Exhibit 4.3 FORM OF COMMON STOCK WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,...Healthextras Inc • October 29th, 2001 • Insurance agents, brokers & service
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 4, 2010 and amended and restated as of April 14, 2011 among CATALYST HEALTH SOLUTIONS, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK, as...Revolving Credit and Term Loan Agreement • April 20th, 2011 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service • New York
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) originally dated as of August 4, 2010 and amended and restated as of April 14, 2011 (the “Amendment Effective Date”), by and among Catalyst Health Solutions, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
5,000,000] Shares HEALTHEXTRAS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2004 • Healthextras Inc • Insurance agents, brokers & service • New York
Exhibit 10.4 AGREEMENT BETWEEN UNITED PAYORS & UNITED PROVIDERS, INC. AND HEALTHEXTRAS, INC.4 Agreement • March 30th, 2000 • Healthextras Inc • Services-health services • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2011 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service • Maryland
THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”) is entered, effective August 22, 2011, (the “Effective Date”) by and between Catalyst Health Solutions, Inc. (the “Company”) and Timothy R. Pearson (the “Executive”).
AGREEMENT BETWEEN UNITED PAYORS & UNITED PROVIDERS, INC. AND HEALTHEXTRAS, L.L.C.Agreement • July 26th, 1999 • Healthextras Inc • Delaware
Catalyst Health Solutions, Inc. Common Stock, par value $0.01 5,500,000 Shares Underwriting AgreementUnderwriting Agreement • April 11th, 2011 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service • New York
Catalyst Health Solutions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares of common stock, par value $0.01 per share (“Stock”) of the Company and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,000,000 shares. The Selling Stockholder also proposes, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to 825,000 additional shares of Stock. The aggregate of 5,500,000 shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Securities” and the aggregate of 825,000 additional shares to be sold by the Selling Stockholder at the election of the Underwriters is herein called th
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 4, 2010 among CATALYST HEALTH SOLUTIONS, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Syndication...Credit and Term Loan Agreement • November 5th, 2010 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service • New York
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2010, by and among Catalyst Health Solutions, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
TERM OF STOCK AWARD AND VESTING SCHEDULE: Subject to the limitations of this Stock Award Agreement, this Stock Award shall vest in installments according to the following schedule:Healthextras Inc • July 8th, 2005 • Insurance agents, brokers & service
Exhibit 10.3 PROGRAM ADMINISTRATOR'S AGREEMENT AGREEMENT between HealthExtras, LLC at 2275 Research Boulevard, Rockville, Maryland ("Administrator"), and Reliance National Insurance Company ("Reliance National"), a division of Reliance Insurance...Program Administrator's Agreement • October 20th, 1999 • Healthextras Inc • Services-health services • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is entered into on the _____th day of August 1999 by and between HEALTHEXTRAS, INC. ("HE" or the "Company") and DAVID T. BLAIR ("Employee") residing at 13238 Maplecrest Drive,...Employment Agreement • September 21st, 1999 • Healthextras Inc • Services-health services • Maryland
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CATAMARAN HEALTH SOLUTIONS, LLC (a Delaware limited liability company)Limited Liability • July 6th, 2012 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CATAMARAN HEALTH SOLUTIONS, LLC (this “Agreement”) is executed as of July 2, 2012 by SXC HEALTH SOLUTIONS, INC. (the “Member”). The Member, intending to be legally bound, hereby states the terms of its agreement as to the affairs of, and the conduct of the business of, a limited liability company (the “Company”), as follows:
3,000,000 Shares HEALTHEXTRAS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2006 • Healthextras Inc • Insurance agents, brokers & service • New York
Certain stockholders of the Company named in Schedule 1 attached hereto (the “Selling Stockholders”), propose to sell an aggregate of 3,000,000 shares (the “Stock”) of common stock, par value $0.01 per share (the “Common Stock”) of HealthExtras, Inc., a Delaware corporation. This is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by Lehman Brothers Inc. (the “Underwriter”).
AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT Dated September 15, 2006 By and Between HEALTHEXTRAS, INC. And WACHOVIA BANK, NATIONAL ASSOCIATIONFinancing and Security Agreement • February 28th, 2007 • Healthextras Inc • Insurance agents, brokers & service • Maryland
THIS AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made this 15th day of September, 2006, by and between HEALTHEXTRAS, INC., a corporation organized under the laws of the State of Delaware (the “Borrower”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 29th, 2012 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service • Delaware
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Amendment”), by and among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“Parent”), SXC Health Solutions, Inc., a Texas corporation and a direct wholly-owned subsidiary of Parent (“US Corp.”), Catamaran I Corp., a Delaware corporation and a direct wholly-owned subsidiary of US Corp. (“Merger Sub”), Catamaran II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of US Corp. (“Merger LLC”), and Catalyst Health Solutions, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC and CATALYST HEALTH SOLUTIONS, INC. Dated as of April 17, 2012Agreement and Plan of Merger • April 19th, 2012 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 17, 2012, among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“Parent”), SXC Health Solutions, Inc., a Texas corporation and a direct wholly-owned subsidiary of Parent (“US Corp.”), Catamaran I Corp., a Delaware corporation and a direct wholly-owned subsidiary of US Corp. (“Merger Sub”), Catamaran II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of US Corp. (“Merger LLC”), and Catalyst Health Solutions, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2004 • Healthextras Inc • Insurance agents, brokers & service • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and effective as of June 18, 2004, by and between HealthExtras, Inc., a Delaware corporation (the “Company”) and Kenneth J. Sack and the Sack Family Trust (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Healthextras Inc • Insurance agents, brokers & service • Nevada
THIS AGREEMENT is entered into on January 1, 2004 (“Effective Date”) by and between Catalyst Rx (“Employer”) and Kevin C. Hooks (“Employee”) employed at Las Vegas, Nevada 89128.
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2008 • Healthextras Inc • Insurance agents, brokers & service • Maryland
THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”) is entered, effective May 30, 2008, (the “Effective Date”) by and between HealthExtras, Inc. (the “Company”) and Bruce Metge (the “Executive”).
HEALTHEXTRAS INC. EXHIBIT 10.6 July 8, 1997 [ ]* William Morris Agency, Inc. 1325 Avenue of the Americas New York, NY 10019 Re: Final Terms And Conditions of the Agreement ("Agreement") Between Cambria Productions, Inc. f/s/o Christopher Reeve and...Healthextras Inc • September 21st, 1999 • Services-health services
Exhibit 10.6 HEALTHEXTRAS INC. July 8, 1997 Mr. Peter R. Hess William Morris Agency, Inc. 1325 Avenue of the Americas New York, NY 10019 Re: Final Terms And Conditions of the Agreement ("Agreement") Between Cambria Productions, Inc. f/s/o Christopher...Healthextras Inc • October 20th, 1999 • Services-health services
This shall serve as the terms and conditions of the Agreement executed this 8th day of July, 1997, by and between, Cambria Productions, Inc., hereinafter referred to as "Lender", f/s/o Christopher Reeve, hereinafter referred to as "Artist," and HealthExtras, Inc., hereinafter referred to as "Company", a Delaware Corporation and affiliated company of United Payors & United Providers, Inc. Execution by the parties shall constitute a binding Agreement.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial Information • August 19th, 2011 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service
On March 8, 2011 Catalyst Health Solutions, Inc. (the “Company”, “Catalyst”, or “we”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Walgreen Co., (“Walgreens”), and Walgreens Health Initiatives, Inc. (“WHI”) whereby the Company, subject to the terms and conditions of the Purchase Agreement, agreed to purchase all of the issued and outstanding capital stock of WHI (the acquisition by the Company of WHI, the “Acquisition”).
Amendment to Employment Agreement by and between HealthExtras, Inc. (now Catalyst Health Solutions, Inc.) and Nick J. Grujich, effective June 22, 2010Employment Agreement • August 6th, 2010 • Catalyst Health Solutions, Inc. • Insurance agents, brokers & service
Reference is made to the Employment Agreement between HealthExtras, Inc. (now Catalyst Health Solutions, Inc. (the “Company”)) and Nick J. Grujich (the “Executive”) dated February 28, 2008 (the “Employment Agreement”).
