AGREEMENT AND PLAN OF MERGER BY AND AMONG DTS AMERICA, INC., THE PRINCIPAL STOCKHOLDERS, THE STOCKHOLDERS’ REPRESENTATIVE, TRANSCEND SERVICES, INC. AND DTS ACQUISITION CORPORATION April 29, 2011Agreement and Plan of Merger • May 5th, 2011 • Transcend Services Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of April 29, 2011, by and among DTS America, Inc., a Delaware corporation (the “Company”); the stockholders of the Company listed on the signatures pages hereto (the “Principal Stockholders”); Andrew Miller, Jr., as the Stockholders’ Representative; Transcend Services, Inc., a Delaware corporation (the “Buyer”); and DTS Acquisition Corporation, a Delaware corporation (the “Merger Sub”). The Company, the Principal Stockholders, the Stockholders’ Representative, the Buyer and the Merger Sub are each referred to herein as a “Party” and collectively as the “Parties.”
