AGREEMENT AND PLAN OF MERGER BY AND AMONG PREMIER HEALTHCARE EXCHANGE, INC., PERFORMANT FINANCIAL CORPORATION, PROJECT PHOENIX MERGER SUB, INC. and TODD ROBERTI, AS STOCKHOLDER REPRESENTATIVE Dated as of January 28, 2015Merger Agreement • January 29th, 2015 • Performant Financial Corp • Services-miscellaneous business services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2015 (the “Agreement”), by and among Performant Financial Corporation, a Delaware corporation (“Parent”), Project Phoenix Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Premier Healthcare Exchange, Inc., a Delaware corporation (the “Company”), and Todd Roberti, the representative of the stockholders of the Company for certain purposes described herein (the “Stockholder Representative”). Capitalized terms used in this Agreement shall have the meanings assigned to them in Article I, or in the applicable Section of this Agreement to which reference is made in Article I.
