AGREEMENT AND PLAN OF MERGER BY AND AMONG ONWARD HEALTHCARE, INC., AMN HEALTHCARE, INC., TERRELL ACQUISITION CORP., OGH, LLC and THE HOLDERS’ REPRESENTATIVE NAMED HEREIN Dated as of December 16, 2014Merger Agreement • January 9th, 2015 • Amn Healthcare Services Inc • Services-help supply services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is dated and effective as of December 16, 2014 and is entered into by and among Onward Healthcare, Inc., a Delaware corporation (the “Company”), AMN Healthcare, Inc., a Nevada corporation (“Parent”), Terrell Acquisition Corp., a Delaware corporation (“Merger Sub”), OGH, LLC, a Delaware limited liability company, in its individual capacity for purposes of Articles 5, 9 and 10 (“OGH”), and OGH, LLC, a Delaware limited liability company, in its capacity as the Holders’ Representative hereunder (the “Holders’ Representative”).
