AGREEMENT AND PLAN OF MERGER BY AND AMONG DTS AMERICA, INC., THE PRINCIPAL STOCKHOLDERS, THE STOCKHOLDERS’ REPRESENTATIVE, TRANSCEND SERVICES, INC. AND DTS ACQUISITION CORPORATION April 29, 2011Merger Agreement • May 5th, 2011 • Transcend Services Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of April 29, 2011, by and among DTS America, Inc., a Delaware corporation (the “Company”); the stockholders of the Company listed on the signatures pages hereto (the “Principal Stockholders”); Andrew Miller, Jr., as the Stockholders’ Representative; Transcend Services, Inc., a Delaware corporation (the “Buyer”); and DTS Acquisition Corporation, a Delaware corporation (the “Merger Sub”). The Company, the Principal Stockholders, the Stockholders’ Representative, the Buyer and the Merger Sub are each referred to herein as a “Party” and collectively as the “Parties.”
