AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 1st, 2011 • Seabridge Freight Corp. • Services-nursing & personal care facilities • Texas
This AGREEMENT AND PLAN OF REORGANIZATION (“Reorganization Agreement”) is entered into as of March ___, 2011, by and among SeaBridge Freight Corp., a Nevada corporation (“SeaBridge”), SeaBridge Freight, Inc., a Delaware corporation and a wholly owned subsidiary of SeaBridge (“SeaBridge Sub”), UGH Delaware Acquisition LLP, a Delaware limited liability partnership and a wholly owned subsidiary of SeaBridge (“Delaware LLP Merger Sub”), UGH Texas Acquisition LP, a Texas limited partnership and a wholly owned subsidiary of SeaBridge (“Texas LP Merger Sub”), University General Hospital, LP, a Texas limited partnership (the “Texas LP”) and University Hospital Systems, LLP, a Delaware limited liability partnership and the general partner of the Texas LP (the “Delaware LLP”). The Texas LP and Delaware LLP are collectively referred to as the (“UGH Partnerships”). SeaBridge, SeaBridge Sub, Delaware LLP Merger Sub, Texas LP Merger Sub and UGH Partnerships are referred to collectively herein as the
