National Medical Health Card Systems Sample Contracts

National Medical Health Card Systems, Inc. – Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Partners, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Partners, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Affiliated Investors, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Affiliated Investors, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

National Medical Health Card Systems, Inc. – AGREEMENT AND PLAN OF MERGER by and Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., COMET MERGER CORPORATION and NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. Dated as of February 25, 2008 (February 27th, 2008)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of February 25, 2008, is by and among SXC Health Solutions Corp. (Parent), a corporation organized under the laws of Yukon Territory, Canada, SXC Health Solutions, Inc., a Texas corporation and wholly-owned subsidiary of Parent (US Corp.), Comet Merger Corporation (Merger Sub), a newly-formed Delaware corporation that is wholly-owned by US Corp. and is an indirect, wholly-owned subsidiary of Parent, and National Medical Health Card Systems, Inc. (the Company), a Delaware corporation.

National Medical Health Card Systems, Inc. – Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Affiliated Investors, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Affiliated Investors, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Partners, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Partners, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

National Medical Health Card Systems, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES a 7% CONVERTIBLE PREFERRED STOCK OF NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) (February 27th, 2008)

National Medical Health Card Systems, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Corporation), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Affiliated Investors, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Affiliated Investors, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

National Medical Health Card Systems, Inc. – Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Partners, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Partners, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

National Medical Health Card Systems, Inc. – Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Affiliated Investors, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Affiliated Investors, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

AGREEMENT AND PLAN OF MERGER by and Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., COMET MERGER CORPORATION and NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. Dated as of February 25, 2008 (February 27th, 2008)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of February 25, 2008, is by and among SXC Health Solutions Corp. (Parent), a corporation organized under the laws of Yukon Territory, Canada, SXC Health Solutions, Inc., a Texas corporation and wholly-owned subsidiary of Parent (US Corp.), Comet Merger Corporation (Merger Sub), a newly-formed Delaware corporation that is wholly-owned by US Corp. and is an indirect, wholly-owned subsidiary of Parent, and National Medical Health Card Systems, Inc. (the Company), a Delaware corporation.

Stockholder Agreement by and Among Sxc Health Solutions Corp., New Mountain Partners, L.P., and National Medical Health Card Systems, Inc. Dated as of February 25, 2008 (February 27th, 2008)

STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this Agreement), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (Parent), New Mountain Partners, L.P., a Delaware limited partnership (the Stockholder), and National Medical Health Card Systems, Inc., a Delaware corporation (the Company).

National Medical Health Card Systems, Inc. – First Amendment to Chairman Agreement by and Between National Medical Health Card Systems, Inc. And Thomas W. Erickson (February 1st, 2008)

This First Amendment (Amendment) is dated as of the 28th day of January, 2008 by and between NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. (the Company), and Thomas W. Erickson (Mr. Erickson).

National Medical Health Card Systems, Inc. – National Medical Health Card Systems, Inc. Amended and Restated 2000 Restricted Stock Grant Plan Form of Restricted Stock Award Certificate (November 19th, 2007)

THIS IS TO CERTIFY that National Medical Health Card Systems, Inc., a Delaware corporation (the Company), has offered you (the Participant) the right to receive restricted shares of Common Stock of the Company under its Amended and Restated 2000 Restricted Stock Grant Plan on the following terms:

National Medical Health Card Systems, Inc. – COMMON SHARES Pharmacy Benefits Manager NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. CUSIP 63918l 30 2 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT SPECIMEN IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE COMMON SHARES, PAR VALUE $.001 PER SHARE, Of (September 13th, 2007)

transferable only on the certifilate properly endorsed. This certificate and the shares represenyed hereby issued and shall l%e|held subject to all the provisions of the certificateir If the Corporation and and amendments thereto to all of whichthe holder of certificate by acceptance hereof asents. This Certificates is not valid unless countersigned registered by the Transfer.

National Medical Health Card Systems, Inc. – REGISTRATION RIGHTS AGREEMENT by and Among NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC., NEW MOUNTAIN PARTNERS, L.P., and NEW MOUNTAIN AFFILIATED INVESTORS, L.P. Dated as of March 19, 2004 (September 13th, 2007)

REGISTRATION RIGHTS AGREEMENT, dated as of March 19, 2004, by and among National Medical Health Card Systems, Inc., a Delaware corporation (the Company), New Mountain Partners, L.P., a Delaware limited partnership (New Mountain) New Mountain Affiliated Partners, L.P., a Delaware limited partnership (together with New Mountain, the Purchasers) and such other persons who become signatories hereto from time to time as provided for herein.

National Medical Health Card Systems, Inc. – AMENDED & RESTATED BYLAWS OF NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. Effective as of November 7, 2005 ARTICLE I OFFICES (November 14th, 2005)