PURCHASE AGREEMENT dated as of December 1, 2010 among MEDFUSIONRX, L.L.C., MEDTOWN SOUTH, LLC, THE SELLING MEMBERS LISTED ON SCHEDULE I HERETO and SXC HEALTH SOLUTIONS, INC.Purchase Agreement • December 29th, 2010 • SXC Health Solutions Corp. • Insurance agents, brokers & service • Delaware
This PURCHASE AGREEMENT, is entered into as of December 1, 2010 (this “Agreement”), by and among MEDFUSIONRX, L.L.C., an Alabama limited liability company (“Medfusion”), Medtown South, LLC, an Alabama limited liability company (“Medtown South” and together with Medfusion, the “Companies”), the members of Medfusion identified on Schedule I hereto after giving effect to, and assuming the consummation of, the Exchange Transaction (as defined herein) (individually, a “Selling Member” and collectively, the “Selling Members”), Ron Cunningham, in his capacity as Selling Party Representative pursuant to Section 9.08 hereof (the “Selling Party Representative”), and SXC Health Solutions, Inc., a Texas corporation (the “Purchaser”). Each of the Companies, the Selling Members, the Selling Party Representative and the Purchaser are sometimes referred to herein as a “Party,” and together, as the “Parties.” Each of the Selling Members and Medtown South are sometimes referred to herein as a “Selling P
