AGREEMENT AND PLAN OF MERGER among TRUSTCO HOLDINGS, INC., TRUSTCO MINNESOTA, INC. and HEALTH FITNESS CORPORATION Dated as of January 20, 2010Merger Agreement • January 26th, 2010 • Trustco Holdings, Inc. • Services-amusement & recreation services • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 20, 2010, is by and among Trustco Holdings, Inc., a Delaware corporation (“Parent”), Trustco Minnesota, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Health Fitness Corporation, a Minnesota corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 2nd, 2010 • Trustco Holdings, Inc. • Services-amusement & recreation services
The undersigned hereby agree that the Statement on Schedule 13D, dated March 1, 2010 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Health Fitness Corporation is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CONFIDENTIALITY, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTConfidentiality Agreement • January 26th, 2010 • Trustco Holdings, Inc. • Services-amusement & recreation services
THIS AGREEMENT (“Agreement”) is made effective as of November 9, 2009 (“Effective Date”) by and between TRUSTCO HOLDINGS, INC., located at 400 Field Drive, Lake Forest, Illinois 60045, (“Trustco”) and HEALTH FITNESS CORPORATION located at 1650 West 82nd Street, Suite 1100, Minneapolis, Minnesota 55431 (“HealthFitness”).
FEDERAL HOME LOAN BANK OF CHICAGO ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENTAdvances, Collateral Pledge, and Security Agreement • January 26th, 2010 • Trustco Holdings, Inc. • Services-amusement & recreation services • Illinois
THIS AGREEMENT, dated as of April 23, 2008 between Trustmark Insurance Company having its principal place of business at 400 Field Drive, Lake Forest, IL 60045 (“Member”) and the FEDERAL HOME LOAN BANK OF CHICAGO, 111 East Wacker Drive, Chicago, Illinois 60601 (“Bank”).
