AGREEMENT AND PLAN OF MERGER dated as of July 11, 2011 among CONMED HEALTHCARE MANAGEMENT, INC., AYELET INVESTMENTS LLC and AYELET MERGER SUBSIDIARY, INC.Agreement and Plan of Merger • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 11, 2011 by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
VOTING AGREEMENTVoting Agreement • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware
This VOTING AGREEMENT (this “Agreement”) dated as of , 2011 by and between [Parent], a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Stockholder”) of [Raven], a Delaware corporation (the “Company”).
James H. Desnick, MD Chairman of the Board COMMITMENT LETTER Mr. George Anthony 13400 Madison Avenue Lakewood, OH 44107 Via email: anthonygta@aoLcomLetter Agreement • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware
This letter agreement sets forth the commitment of $500,000.00 (“Investor”), subject to the terms and conditions contained herein, to purchase certain equity interests of India Investment Company, a Delaware corporation (“Investment Co.”) and debt securities of Ayelet Investments LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time. the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Parent and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
LIMITED GUARANTEELimited Guarantee • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware
Limited Guarantee, dated as of July 11, 2011 (this “Limited Guarantee”), by James H. Desnick, M.D. (the “Guarantor”) in favor of Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified, the “Merger Agreement”), among the Company, Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
COMMITMENT LETTER Mr. Edward Heil Oak Brook, Illinois 60523 Via fax 630-323-4778 July 11, 2011Conmed Healthcare Management, Inc. • July 15th, 2011 • Services-misc health & allied services, nec • Delaware
This letter agreement sets forth the commitment of Edward Heil (“Investor”), subject to the terms and conditions contained herein, to purchase certain equity interests of India Investment Company, a Delaware corporation (“Investment Co.”) and debt securities of Ayelet Investments LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Parent and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
EQUITY COMMITMENT LETTER July 11, 2011Conmed Healthcare Management, Inc. • July 15th, 2011 • Services-misc health & allied services, nec • Delaware
This letter agreement sets forth the commitment of James H. Desnick, M.D. (“Investor”), subject to the terms and conditions contained herein, to purchase or to cause the purchase of certain equity interests of India Investment Company, a Delaware corporation (the “Issuer”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec
Each of the undersigned hereby agrees to file jointly the statement on Schedule 13D to which this Agreement is attached, and any amendments to the statement on Schedule 13D (the “Statement”), with respect to the Common Stock of Conmed Healthcare Management, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
COMMITMENT LETTER July 11, 2011Conmed Healthcare Management, Inc. • July 15th, 2011 • Services-misc health & allied services, nec • Delaware
This letter agreement sets forth the commitment of India Investment Company, a Delaware corporation (“Investor”), subject to the terms and conditions contained herein, to purchase or to cause the purchase of certain equity and debt securities of Ayelet Investments LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Parent and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
