AGREEMENT AND PLAN OF MERGER BY AND AMONG ALTEGRA HEALTH, INC., MEDIFAX-EDI, LLC ALTO MERGER SUB INC. AND PARTHENON INVESTORS III, L.P. (solely in its capacity as the Stockholders’ Representative hereunder) DATED July 3, 2015Merger Agreement • July 9th, 2015 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of July 3, 2015 by and among MediFAX-EDI, LLC, a Tennessee limited liability company (“Parent”), Alto Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Altegra Health, Inc., a Delaware corporation (the “Company”), and Parthenon Investors III, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Equityholders (the “Stockholders’ Representative”). Each of Parent, Merger Sub, the Company and, solely for purposes of representing the Equityholders, the Stockholders’ Representative are referred to herein as a “Party”.
