AGREEMENT AND PLAN OF MERGER BY AND AMONG HURON CONSULTING GROUP INC., TEXAS ACQUISITION INC., STUDER HOLDINGS, INC., AND FORTIS ADVISORS LLC, AS STOCKHOLDERS’ REPRESENTATIVE DATED AS OF JANUARY 26, 2015Merger Agreement • February 13th, 2015 • Huron Consulting Group Inc. • Services-management consulting services • Delaware
This Agreement and Plan of Merger, dated as of January 26, 2015 (this “Agreement”), is made and entered into by Huron Consulting Group Inc., a corporation organized and existing under the laws of the State of Delaware (“Parent”), Texas Acquisition Inc., a corporation organized and existing under the laws of the State of Delaware (“MergerCo”), Studer Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and Fortis Advisors LLC, a Delaware limited liability company, solely in the capacity as Stockholders’ and Optionholders’ Representative and only for the express purposes provided for herein and for no other purposes (the “Stockholders’ Representative”). Parent, MergerCo, the Company and the Stockholders’ Representative are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
