AGREEMENT AND PLAN OF MERGER by and among PCCI HOLDINGS, INC., KFORCE INC. and TREVOSE ACQUISITION CORPORATION January 17, 2006Agreement and Plan of Merger • January 23rd, 2006 • Kforce Inc • Services-help supply services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 17, 2006, is made by and among PCCI Holdings, Inc., a Delaware corporation (the “Company”), Kforce Inc., a Florida corporation (the “Purchaser”), Trevose Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), H.I.G. Pinkerton, Inc., a Cayman company, in its capacity as Representative (“HIG”), and, for purposes of Sections 2.02(c) and 6.07 only, William D. Pinkerton (“Pinkerton”), Richard J. Quigley (“Quigley”) and HIG (collectively, HIG, Pinkerton and Quigley are referred to as the “Controlling Stockholders”). Pinkerton and Quigley are also parties to this Agreement for the purposes of Section 13.12. The Company, Purchaser, Merger Sub and the Representative are referred to herein collectively as the “Parties” and, individually, as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
