AGREEMENT AND PLAN OF MERGER entered into by and among BENEFITFOCUS, INC., VOYA FINANCIAL, INC. and ORIGAMI SQUIRREL ACQUISITION CORP Dated as of November 1, 2022Merger Agreement • November 3rd, 2022 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2022, is entered into by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), Voya Financial, Inc., a Delaware corporation (“Parent”), and Origami Squirrel Acquisition Corp, a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).
SUPPORT AGREEMENTSupport Agreement • November 3rd, 2022 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
SUPPORT AGREEMENT, dated as of November 1, 2022 (this “Agreement”), among Voya Financial, Inc., a Delaware corporation (“Parent”), Origami Squirrel Acquisition Corp, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), Benefitfocus, Inc., a Delaware corporation, a Delaware corporation (“Company”) and BuildGroup, LLC, a Delaware limited liability company (the “Stockholder”). Parent, Merger Sub, Company and the Stockholder are each sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
