AGREEMENT AND PLAN OF MERGER Among EMDEON CORPORATION, EBS HOLDCO, INC., EBS MASTER LLC, MEDIFAX-EDI HOLDING COMPANY, EBS ACQUISITION LLC, GA EBS MERGER LLC and EBS MERGER CO. Dated as of SEPTEMBER 26, 2006Merger Agreement • September 29th, 2006 • Emdeon Corp • Services-computer processing & data preparation • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 26, 2006, among EMDEON CORPORATION, a Delaware corporation (“Parent”), EBS HOLDCO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Holdco 1”), EBS MASTER LLC, a Delaware limited liability company the sole member of which is Holdco 1 (“Master LLC”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Medifax”), EBS ACQUISITION LLC, a Delaware limited liability company (the “Purchaser”), GA EBS MERGER LLC, a Delaware limited liability company the sole member of which is the Purchaser (“Merger LLC”), and EBS MERGER CO., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Co”).
