AGREEMENT AND PLAN OF MERGER Among HEALTHEXTRAS, INC., HCEM CORP. and MANAGED CARE OF AMERICA, INC. Dated as of December 6, 2005Agreement and Plan of Merger • March 16th, 2006 • Healthextras Inc • Insurance agents, brokers & service • Delaware
AGREEMENT AND PLAN OF MERGER dated as of December 6, 2005 (this “Agreement”) among HEALTHEXTRAS, INC., a Delaware corporation (“Parent”), HCEM CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MANAGED CARE OF AMERICA, INC., a Pennsylvania corporation (the “Company”).
STOCK PURCHASE AND STOCKHOLDER AGREEMENT By and Among HEALTHEXTRAS, INC. HCEM CORP. APS BENEFITS CORPORATION and THE SHAREHOLDERS IDENTIFIED HEREIN December 6, 2005Stock Purchase and Stockholder Agreement • March 16th, 2006 • Healthextras Inc • Insurance agents, brokers & service • Delaware
THIS STOCK PURCHASE AND STOCKHOLDER AGREEMENT (the “Agreement”), dated as of this sixth day of December, 2005, is entered into by and among HEALTHEXTRAS, INC., a Delaware corporation (“Parent”), HCEM Corp., a Delaware corporation (“Merger Sub”), APS Benefits Corporation, a Maryland close corporation (“Buyer”), and Charles Davidson, Jay Ver Hulst and Phyllis Shehab, each of whom have agreed to become individual shareholders of Buyer (collectively the “Shareholders”).
