AGREEMENT AND PLAN OF REORGANIZATION dated as of August 12, 2013 by and among BOLLINGER HOLDINGS, INC., BOLLINGER, INC., ARTHUR J. GALLAGHER & CO., JPGAC, LLC, EVERCORE CAPITAL PARTNERS II L.P. EVERCORE PARTNERS INC. MANAGEMENT GROUP, LLCAgreement and Plan of Reorganization • September 6th, 2013 • Gallagher Arthur J & Co • Insurance agents, brokers & service • New York
AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 12, 2013 (the “Agreement”), by and among Arthur J. Gallagher & Co., a Delaware corporation (“Parent”), JPGAC, LLC, a Delaware limited liability company (“Merger Sub”), Bollinger Holdings, Inc., a Delaware corporation (“Holdings”), Bollinger, Inc., a New Jersey corporation (the “Company”), Evercore Capital Partners II L.P., a Delaware limited partnership (“Evercore Capital II”) in its individual capacity and in its capacity as the Stockholders’ Representative, Management Group, LLC, a Delaware limited liability company (“Management Group”), and, for purposes of Section 5.01 Evercore Partners Inc., a Delaware corporation (“Evercore Inc.”), with Parent, Merger Sub, Evercore Capital II, Management Group, Holdings and the Company, referred to, collectively, as the “Parties”).
