AGREEMENT AND PLAN OF MERGER BY AND AMONG AMICAS, INC., MERGE HEALTHCARE INCORPORATED AND PROJECT READY CORP. Dated as of february 28, 2010Merger Agreement • March 9th, 2010 • AMICAS, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of February 28, 2010, is by and among Merge Healthcare Incorporated, a Delaware corporation (“Parent”), Project Ready Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and AMICAS, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
AMENDMENT TO RIGHTS AGREEMENT BY AND BETWEEN AMICAS, INC. AND STOCKTRANS, INC., AS RIGHTS AGENTRights Agreement • March 9th, 2010 • AMICAS, Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of this 5th day of March, 2010 by and between AMICAS, Inc., a Delaware corporation (the “Corporation”), and StockTrans, Inc., as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
