AGREEMENT AND PLAN OF MERGER Among ATHENAHEALTH, INC., PROMETHEUS ACQUISITION LLC, PROXSYS LLC and THE SECURITYHOLDERS’ REPRESENTATIVE Dated as of July 21, 2011Agreement and Plan of Merger • July 21st, 2011 • Athenahealth Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of 21, 2011, is by and among athenahealth, Inc., a Delaware corporation (“Parent”), Prometheus Acquisition LLC, a Delaware limited liability company (“MergerCo”), Proxsys LLC, an Alabama limited liability company (the “Company”) and Hollis Gieger, as Securityholders’ Representative (the “Securityholders’ Representative”). Parent, MergerCo, the Company and the Securityholders’ Representative are sometimes referred to collectively herein as the “Parties.” Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.
