AGREEMENT AND PLAN OF MERGER among BENEFYTT TECHNOLOGIES, INC., DAYLIGHT BETA PARENT CORP. and DAYLIGHT BETA CORP. Dated as of July 12, 2020Agreement and Plan of Merger • July 13th, 2020 • Benefytt Technologies, Inc. • Insurance agents, brokers & service • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of July 12, 2020, by and among Benefytt Technologies, Inc., a Delaware corporation (the “Company”), Daylight Beta Parent Corp., a Delaware corporation (“Parent”), and Daylight Beta Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
EXCHANGE AGREEMENTExchange Agreement • July 13th, 2020 • Benefytt Technologies, Inc. • Insurance agents, brokers & service • Delaware
This Exchange Agreement (this “Agreement”), is entered into as of July 12, 2020, by and among Daylight Beta Parent Corp., a Delaware corporation (“Parent”), Health Plan Intermediaries, LLC (“HPI”), Health Plan Intermediaries Sub, LLC (“HPI Sub” and, together with HPI, the “Series B Members” and each individually, a “Series B Member”), Benefytt Technologies, Inc. (the “Company”), and Health Plan Intermediaries Holdings, LLC (“Holdings”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company, and Daylight Beta Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
TRA TERMINATION AGREEMENTTra Termination Agreement • July 13th, 2020 • Benefytt Technologies, Inc. • Insurance agents, brokers & service • Delaware
This TRA Termination Agreement (this “Agreement”), is entered into as of July 12, 2020, by and among Health Plan Intermediaries, LLC (“HPI”), Health Plan Intermediaries Sub, LLC (“HPI Sub” and, together with HPI, the “Series B Members” and each individually, a “Series B Member”), Benefytt Technologies, Inc. (the “Company”), and Health Plan Intermediaries Holdings, LLC (“Holdings”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Daylight Beta Parent Corp., a Delaware corporation (“Parent”), and Daylight Beta Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent, as the Merger Agreement is in effect on the date hereof.
