AGREEMENT AND PLAN OF MERGER dated as of May 10, 2007 by and among MEDICAL STAFFING NETWORK HOLDINGS, INC., MEDICAL STAFFING NETWORK, INC., GREENHOUSE ACQUISITION SUB, INC., INTELISTAF HOLDINGS, INC., and TC GROUP, L.L.C.Merger Agreement • August 9th, 2007 • Medical Staffing Network Holdings Inc • Services-help supply services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 10, 2007, is entered into by and among MEDICAL STAFFING NETWORK HOLDINGS, INC., a Delaware corporation (“MSN”) solely for the purposes of Section 3.10 of this Agreement, MEDICAL STAFFING NETWORK, INC., a Delaware corporation (“Acquiror”), GREENHOUSE ACQUISITION SUB, INC., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Acquiror (“Merger Sub”), INTELISTAF HOLDINGS, INC., a Delaware corporation (the “Company”) and TC GROUP, L.L.C., a Delaware limited liability company (“TC Group”), solely in its capacity as the initial Holder Representative hereunder.
PURCHASE AGREEMENTPurchase Agreement • August 9th, 2007 • Medical Staffing Network Holdings Inc • Services-help supply services • New York
This Purchase Agreement (this “Agreement”) is made as of this 10th day of May, 2007, by and between Ralph J. Friedmann, III (both in his individual capacity and as custodian for Ralph Jordan Friedmann and George Karl Friedmann under the Arkansas Uniform Transfers to Minors Act) (“RJF”), Myra F. Friedmann (both in her individual capacity and as a beneficiary of the Myra F. Friedmann and R.J. Friedmann, Jr. JTWROS) (“MFF”), R.J. Friedmann, Jr. (both in his individual capacity and as a beneficiary of the Myra F. Friedmann and R.J. Friedmann, Jr. JTWROS) (“RJFJR”), Karl David Friedmann (“KDF”), and Curt Jerard Friedmann (“CJF” and collectively with RJF, MFF, RJFJR, and KDF, the “Friedmann Family Parties” and individually a “Friedmann Family Party”), Carlyle Partners III, L.P., a Delaware limited partnership, CP III Coinvestment, L.P., a Delaware limited partnership, Carlyle-Intelistaf Partners II, L.P., a Delaware limited partnership (each, a “Carlyle Party” and collectively the “Carlyle P
