AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S.I. HOLDINGS CORPORATION, SGP ACQUISITION SUB, INC., SUMMIT GLOBAL PARTNERS, INC. AND CERTAIN STOCKHOLDERS OF SUMMIT GLOBAL PARTNERS, INC. Dated January 12, 2005Merger Agreement • January 18th, 2005 • Usi Holdings Corp • Insurance agents, brokers & service • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated January 12, 2005, by and among (i) U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the “Parent”), (ii) SUMMIT GLOBAL PARTNERS, INC., a Delaware corporation (the “Company”), (iii) SGP ACQUISITION SUB, INC., a Delaware corporation (the “Purchaser”), and (iv) AUSTIN VENTURES, IV-A, L.P., AUSTIN VENTURES, IV-B, L.P., MELLON VENTURES, L.P. and SECURITAS SGP, LLC (each individually, an “Investor Stockholder” and collectively, the “Investor Stockholders”).
