AGREEMENT AND PLAN OF MERGER AMONGST ALLIANCE HEALTHCARD, INC. AHC - BENEFIT MARKETING ACQUISITION, INC. AND BMS HOLDING COMPANY, INC. BENEFIT MARKETING SOLUTIONS, LLC BMS INSURANCE AGENCY, LLC SUSAN MATTHEWS BRETT WIMBERLEY DANNY C. WRIGHT DATED:...Agreement and Plan of Merger • January 3rd, 2007 • Alliance Healthcard Inc • Services-direct mail advertising services • Oklahoma
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 26, 2006 (this “Agreement”), is amongst ALLIANCE HEALTHCARD, INC., a Georgia corporation (“Parent”), AHC - BENEFIT MARKETING ACQUISITION, INC., an Oklahoma corporation and a wholly-owned subsidiary of Parent (“Merger Sub”)BMS HOLDING COMPANY, INC., an Oklahoma corporation (the “Holding Company”), BENEFIT MARKETING SOLUTIONS, LLC, an Oklahoma limited liability company (“BMS”) and a wholly-owned subsidiary of the Holding Company, and BMS INSURANCE AGENCY, LLC, an Oklahoma limited liability company and a wholly-owned subsidiary of the Holding Company (“BMSIA” and with BMSI and the Holding Company collectively the “Company”), and all of the shareholders of the Company, namely Susan Matthews, Brett Wimberley and Danny C. Wright, each an individual and collectively, the “Company Shareholders” or individually, the “Company Shareholder”). Collectively, Parent, Merger Sub, the Company and the Company Shareholders are referred to as the “Pa
