April 29, 2003Confidentiality Agreement • March 11th, 2004 • Landacorp Inc • Services-business services, nec • Delaware
In connection with the possible transaction (“Proposed Transaction”) between Landacorp, Inc. (“Landacorp”) and SHPS, Inc. (the “Company”), and in order to allow Landacorp and the Company to evaluate the Proposed Transaction, each of Landacorp and the Company have and will deliver to the other party hereto, upon the execution and delivery of this letter agreement by such other party, certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being the “Disclosing Party” and when receiving such information being the “Receiving Party”). All information (i) about the Disclosing Party or (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives, whether furnished before or after the date hereof, and
JOINT FILING AGREEMENT Dated as of March 11, 2004Joint Filing Agreement • March 11th, 2004 • Landacorp Inc • Services-business services, nec
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of SHPS Holdings, Inc. and Sonic Acquisition Corp. on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $0.001, of Landacorp, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • March 11th, 2004 • Landacorp Inc • Services-business services, nec • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of March 1, 2004, by and among SHPS Holdings, Inc., a Delaware corporation (“Parent”), SONIC Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders of Landacorp. Inc., a Delaware corporation (the “Company”), identified on the signature pages hereto (collectively, the “Stockholders” and, individually, a “Stockholder”).
