Exhibit 2.1
FORM OF
AGREEMENT
AND
PLAN OF REORGANIZATION
Among
HEALTHEXTRAS, INC., HEALTHEXTRAS, LLC,
and
CAPITAL Z HEALTHCARE HOLDING CORP.
WHEREAS, HealthExtras, LLC (the "LLC"), a Delaware limited liability
company, wishes to raise, through a public offering of securities, additional
capital to promote its business operations; and
WHEREAS, under LLC's Amended and Restated Limited Liability Company
Agreement it is necessary to make a public offering of securities through a
corporation, not a limited liability company; and
WHEREAS, LLC has caused HealthExtras, Inc. (the "Company"), a Delaware
corporation, to be formed in order to acquire the business operations of the LLC
and to effect a public offering of shares of the Company's common stock (the
"Shares"), as the mechanism for raising additional capital; and
WHEREAS, the Company has filed a registration statement under the
Securities Act of 1933 with the Securities and Exchange Commission (File No.
333-83761) regarding the proposed offering of the Shares.
NOW, THEREFORE, in consideration of the respective covenants,
representations and warranties contained herein, and intending to be legally
bound hereby, the parties hereto agree as follows:
ARTICLE I
The Merger
Section 1.1. Merger of CZHH into the Company. Subject to the
satisfaction of the conditions specified in Section 1.3, at the CZHH Merger
Effective Time, as defined in Section 1.4, Capital Z Healthcare Holding Corp., a
Delaware corporation ("CZHH"), shall merge (the "CZHH Merger") with and into the
Company, with the Company being the surviving entity in accordance with and
pursuant to the Agreement of Merger by and between CZHH and the Company attached
hereto as Exhibit A (the "CZHH Merger Agreement"). CZHH and the Company hereby
adopt and approve the CZHH Merger Agreement.
Section 1.2. Merger of LLC into the Company. Subject to the satisfaction
of the conditions specified in Section 1.3, at the LLC Merger Effective Time, as
defined in Section 1.4 , LLC shall merge (the "LLC Merger," and collectively
with the CZHH Merger, the "Mergers") with and into the Company, with the Company
being the surviving entity in accordance with and pursuant
to the Agreement of Merger by and between LLC and the Company attached hereto as
Exhibit B (the "LLC Merger Agreement"). LLC and the Company hereby adopt and
approve the LLC Merger Agreement.
Section 1.3. Conditions to the Mergers. The Mergers are subject to the
prior satisfaction of the following conditions:
(i) The execution by the Company and a nationally recognized investment
banking firm, including possibly as representative of the several
underwriters (collectively, the "Underwriters") of a purchase
agreement (the "Purchase Agreement") whereby the Company agrees to
sell and the Underwriters agree to buy (the "Offering"), subject to
customary terms and conditions, shares of common stock of the
Company for an aggregate purchase price of at least $25 million,
minus usual and customary underwriters discounts and commissions;
and
(ii) the Company has been advised by the Nasdaq Stock Market that,
conditioned upon completion of the Offering, the Company's common
stock will be listed for trading on the Nasdaq National Market.
(iii) The Company shall cause to be executed a certificate on its behalf
by its Chief Executive Officer in the form attached as Exhibit C
hereto to the effect that the representations and warranties of the
Company set forth in Section 2.1 hereof are true and correct and
the Covenants set forth in Article III hereof have been satisfied,
as of the CZHH Merger Effective Time and the LLC Merger Effective
Time.
(iv) The LLC shall cause to be executed a certificate on its behalf by
its Chief Executive Officer in the form attached as Exhibit D
hereto to the effect that the representations and warranties of the
LLC set forth in Section 2.2 are true and correct as of the CZHH
Merger Effective Time and the LLC Merger Effective Time.
(v) An officer of CZHH shall have executed a certificate on behalf of
CZHH in the form attached as Exhibit E hereto to the effect that
the representations and warranties of CZHH set forth in Section 2.3
are true and correct as of the CZHH Merger Effective Time and the
LLC Merger Effective Time.
(vi) The Stockholders Agreement in the form attached hereto as Exhibit F
shall have been executed and delivered by the Company and the other
parties listed on the signature pages thereof.
(vii) The Registration Rights Agreement in the form attached hereto as
Exhibit G shall have been executed and delivered by the Company and
the other parties listed on the signature pages thereof.
2
(viii) None of the parties hereto shall have any reason to believe that
the CZHH Merger and/or the LLC Merger will not qualify as a tax-
free reorganization under the Internal Revenue Code of 1986, as
amended.
Section 1.4. Effective Time. The effective time of the CZHH Merger (the
"CZHH Merger Effective Time") shall be the time specified in the Certificate of
Merger substantially in the form of Exhibit H attached hereto, which shall be
filed with the Secretary of State of Delaware and become effective. The
effective time of the LLC Merger (the "LLC Merger Effective Time") shall be
immediately following the CZHH Merger Effective Time, as shall be specified in
the Certificate of Merger, substantially in the form of Exhibit I attached
hereto, which shall be filed with the Secretary of State of Delaware. The CZHH
Merger Effective Time and the LLC Merger Effective Time shall be on the
scheduled closing date for the sale of the Company's common stock pursuant to
the Purchase Agreement. The Company agrees that prior to the Effective Time it
shall file with the Secretary of State of Delaware a Certificate of Termination
regarding the Agreement of Merger for the CZHH Merger and for the LLC Merger if
it does not reasonably believe that all of the conditions to the closing of the
Offering have been or will be satisfied or waived and that the Underwriters will
consummate the closing of the Offering on the same day as the CZHH Effective
Time and LLC Effective Time specified in the applicable Agreement of Merger
filed with the Secretary of State of Delaware.
Section 1.5 Effect of CZHH Merger. By virtue of the CZHH Merger,
automatically and without any action on the part of the holder thereof, all of
the issued and outstanding shares of the capital stock of CZHH outstanding at
the CZHH Merger Effective Time shall become and be converted into the right to
receive an aggregate of 4,420,000 shares of Company common stock (the "CZHH
Exchange Ratio").
Section 1.6. Effect of LLC Merger. (a) By virtue of the Merger,
automatically and without any action on the part of the holder thereof, each
Class A Common Unit of the LLC outstanding at the LLC Merger Effective Time
shall become and be converted into the right to receive 2,210 shares of Company
common stock (the "LLC Exchange Ratio") (and any fractional Class A Common Unit
shall be entitled to that whole number of shares of Company common stock which
represents, as nearly as possible, the same percentage of the LLC Exchange Ratio
as such fraction of a Class A Common Unit of the LLC represents of one Class A
Common Unit); provided, however, that notwithstanding any other provision
hereof, no fraction of a share of Company common stock and no certificates or
script for a fraction of a share therefor will be issued in the LLC Merger.
(b) Each right to receive a Class A Common Unit of the LLC which has
been granted by the LLC and which has not vested as of the LLC Effective Time
shall be extinguished and, in lieu thereof, the holder of such right shall be
entitled to the right to shares of Company common stock granted pursuant to
Section 1.8 hereof.
3
Section 1.7. Adoption of Stock Option Plan and Grant of Options.
(a) Effective as of the LLC Merger Effective Time, there is hereby adopted
the HealthExtras, Inc. 1999 Stock Option Plan attached hereto as Exhibit J. This
stock option plan permits the grant of options to purchase up to 4,000,000
shares of Company common stock.
(b) Effective as of the LLC Merger Effective Time, there is hereby granted
options to the persons and relating to the number of shares of Company common
stock as set forth on Exhibit K hereto. The exercise price of such options shall
be 120% of the public offering price for the shares sold in the Offering. The
other terms and conditions of the options granted hereby shall be as set forth
in the form of option grant attached as Exhibit L hereto.
Section 1.8. Grant of Rights to Shares.
(a) Effective as of the LLC Merger Effective Time, there is hereby
granted, subject to the conditions set forth herein, rights to receive shares of
Company common stock to the persons and relating to the number of shares of
common stock set forth on Exhibit M hereto.
(b) Twenty-five percent of the shares granted to each of the persons named
on Exhibit G shall vest on February 29, 2000, provided that such person remains
at that time an employee of the Company or a successor to or affiliate of the
Company. The remaining shares granted to each such person shall vest in one-
third increments at the end of each of the next three twelve-month periods after
February 29, 2000, provided that such person remains at the time of vesting an
employee of the Company or a successor to or an affiliate of the Company. The
rights granted to a person by subsection (a) above terminate and are no longer
outstanding when a recipient no longer serves as an officer or employee of the
Company or a successor to or an affiliate of the Company (other than as a result
of death or permanent disability).
(c) Notwithstanding the vesting provisions in subsection (b) above, in the
event of a Change in Control, as defined in subsection (d) below, or the death
or permanent disability of the holder of an outstanding right, the vesting of
all of the rights granted to such person by subsection (a) above is accelerated
and all rights then held by such person become fully vested.
(d) For purposes of this Section, a Change in Control means:
(i) Any "person," other than Principal Mutual Holding Company or an
affiliate, United Payors & United Providers, Inc. or an
affiliate, Xxxxxx X. Xxxxx, and Health Partners or an affiliate,
(as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the
Company's then outstanding securities; or
4
(ii) During any period of twenty-four consecutive months,
individuals who at the beginning of such period constitute the
Board cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by
the Company's shareholders, of each new director was approved
by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period; or
(iii) The stockholders of the Company approve a definitive agreement
and the closing for such transaction is scheduled to occur
within twenty four hours regarding:
(1) the merger or other business combination of the Company
with or into another corporation pursuant to which the
Company will not survive or will survive only as a
subsidiary of another corporation;
(2) the sale or other disposition of all or substantially all
of the assets of the Company;
(3) the merger of another corporation into the Company which
survives if, as a result of such merger less than fifty
percent (50%) of the outstanding voting securities of the
Company shall be owned in the aggregate immediately after
such merger by the owners of the voting shares of the
Company outstanding immediately prior to such merger;
(4) the liquidation or dissolution of the Company; or
(5) any combination of the foregoing.
(e) Prior to vesting, the holder of a right granted pursuant to subsection
(a) above shall have no right to vote, receive any distributions with respect to
or be entitled to any other rights or benefits with respect to the shares which
are the subject of a right granted pursuant to subsection (a) above. Upon
vesting, there shall be delivered to the person granted the right to such shares
(or in the event of such persons death, his heir or legatees) the shares of
common stock or other stock, property or cash into which such shares have been
converted or given the right to receive. In addition, there shall be
distributed to such person any dividends or other distribution made with respect
to the same number of shares from the date of grant of the right under
subsection (a) hereof to the date of delivery of the shares upon vesting.
5
ARTICLE II
Representations and Warranties
Section 2.1. Representations and Warranties of the Company. The Company
makes the following representations and warranties, each of which is true and
correct as of the CZHH and LLC Effective Times.
(a) Organization and Good Standing. The Company is duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Company has the requisite corporate power and authority to own, lease or
otherwise hold the assets to be owned, leased or otherwise held by it subsequent
to the Merger and to carry on the business subsequent to the Merger as presently
conducted by LLC.
(b) Capital Structure. As of the date hereof, there are no outstanding
shares of capital stock of the Company, and no outstanding rights or options to
acquire shares of capital stock of the Company.
(c) Authorization and Effect. The Company has the requisite corporate
power and authority to execute and to deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by the Company of this
Agreement and the performance by it of its obligations hereunder have been duly
authorized by all necessary corporate action on the part of the Company. This
Agreement has been duly executed and delivered by the Company and, assuming the
due execution and delivery of this Agreement by the other parties hereto, this
Agreement constitutes the valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights in general and subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(d) Subsidiaries. The Company has no Subsidiaries.
(e) No Restrictions; Required Consents. The execution and delivery of
this Agreement by the Company do not, and the performance by the Company of the
transactions contemplated hereby to be performed by the Company will not, (i)
conflict with the Certificate of Incorporation or Bylaws of the Company or the
Amended and Restated Certificate of Incorporation to be adopted pursuant to
Section 3.2 hereof, (ii) conflict with, or result in any violation of, or
constitute a default (with or without notice or lapse of time, or both) under,
or give rise to a right of termination, cancellation or acceleration of any debt
or obligation or constitute a breach of, create a loss of a material benefit
under, any contract, mortgage, indenture, lease, agreement or other instrument
or any permit, order, judgment or decree to which the Company is a party or by
which any of its properties are bound, (iii) constitute a violation of any
statute, law, rule or regulation ("Law") applicable to the Company, or (iv)
result in the creation of any lien upon any of its assets. No consent, approval,
order or authorization of, or registration, declaration or filing with, any
court, government, governmental agency, authority, entity or instrumentality (a
"Governmental Entity") is
6
required to be obtained or made by or with respect to the Company in connection
with the execution and delivery of this Agreement by the Company or the
performance by the Company of the transactions contemplated hereby to be
performed by it, except for such of the foregoing as are listed or described on
Schedule 2.1(e).
(f) Financial Statements. Attached hereto as Schedule 2.1(f) is a true,
correct and complete copy of the audited balance sheet of the Company as of July
16, 1999, which has been prepared in accordance with generally accepted
accounting principles. Such balance sheet presents fairly, in all material
respects, the financial position of the Company at that date.
(g) Absence of Undisclosed Liabilities. The Company has not engaged in
business operations. The Company has no material liabilities except (i) those
reflected on the balance sheet at July 16, 1999, and (ii) those set forth on
Schedule 2.1(g) hereto.
(h) Litigation; Decrees. There are no judicial or administrative actions,
proceedings or investigations pending or, to the Company's knowledge, threatened
that question the validity or enforceability of this Plan of Reorganization, or
any action taken or to be taken by the Company in connection therewith. Except
as listed or described on Schedule 2.1.(h), there are no (i) lawsuits, claims,
administrative or other proceedings or investigations pending or, to the
Company's knowledge, threatened by, against or affecting the Company or (ii)
judgments, orders or decrees of any Governmental Entity binding on the Company
or any of its properties and assets.
(i) The Company knows of no reason or circumstances that could cause the
CZHH Merger to have a material adverse effect on the Company.
Section 2.2. Representations and Warranties of LLC. The LLC makes the
following representations and warranties, each of which is true and correct as
of the LLC Effective Time.
(a) Organization and Good Standing. The LLC is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware. The LLC has the requisite limited liability company power
and authority to own, lease or otherwise hold the assets owned, leased or
otherwise held by it and to carry on its business as presently conducted by it.
(b) Authorization and Effect. The LLC has the requisite limited liability
company power to execute and to deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by the LLC of this Agreement
and the performance by it of its obligations hereunder have been duly authorized
by all necessary limited liability company action on the part of the LLC. This
Agreement has been duly executed and delivered by the LLC and, assuming the due
execution and delivery of this Agreement by the other parties hereto, this
Agreement constitutes the valid and binding obligation of the LLC, enforceable
against it in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights in general and subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
7
(d) No Restrictions; Required Consents. The execution and delivery of
this Agreement by the LLC do not, and the performance by the LLC of the
transactions contemplated hereby to be performed by the LLC will not, (i)
conflict with the certificate of formation or limited liability company
agreement of the LLC, (ii) conflict with, or result in any violation of, or
constitute a default (with or without notice or lapse of time, or both) under,
or give rise to a right of termination, cancellation or acceleration of any debt
or obligation or constitute a breach of, create a loss of a material benefit
under, any contract, mortgage, indenture, lease, agreement or other instrument
or any permit, order, judgment or decree to which the LLC is a party or by which
any of its properties are bound, (iii) constitute a violation of any Law
applicable to the LLC, or (iv) result in the creation of any lien upon any of
its assets. No consent, approval, order or authorization of, or registration,
declaration or filing with, a Governmental Entity is required to be obtained or
made by or with respect to the LLC in connection with the execution and delivery
of this Agreement by the LLC or the performance by the LLC of the transactions
contemplated hereby to be performed by it, except for such of the foregoing as
are listed or described on Schedule 2.1(e).
Section 2.3. Representations and Warranties of CZHH. CZHH makes the
following representations and warranties, each of which is true and correct as
of the CZHH Effective Time.
(a) Organization and Good Standing. CZHH is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
CZHH has the requisite corporate power and authority to own, lease or otherwise
hold the assets owned, leased or otherwise held by it and to carry on its
business as presently conducted by it.
(b) Capitalization.
(i) Schedule 2.2.(b)(ii) sets forth a true, correct and complete
description of the capitalization of CZHH. None of the classes of stock of CZHH
have been issued in violation of, and none of such membership interests are
subject to, any purchase option, call, right of first refusal, preemptive,
subscription or similar rights under any provisions of applicable law, CZHH's
bylaws or certificate of incorporation or any contract, agreement or instrument
to which CZHH is subject, bound or a party.
(ii) There are no options, warrants, calls, subscriptions, conversion
or other rights, agreements or commitments (i) obligating CZHH to issue, sell,
purchase, return or redeem any of its stock or any other securities convertible
into, exchangeable or exercisable for or evidencing the right to subscribe for
any of its stock or (ii) that give any person the right to receive any benefits
or rights similar to any rights enjoyed by or accruing to CZHH shareholders.
There are no outstanding bonds, debentures, notes or other indebtedness having
the right to vote on any matters on which CZHH's stockholders may vote.
(c) Authorization and Effect. CZHH has the requisite corporate power to
execute and to deliver this Agreement and to perform its obligations hereunder.
The execution and delivery by CZHH of this Agreement and the performance by it
of its obligations hereunder have been duly
8
authorized by all necessary corporate action on the part of CZHH. This Agreement
has been duly executed and delivered by CZHH and, assuming the due execution and
delivery of this Agreement by the other parties hereto, this Agreement
constitutes the valid and binding obligation of CZHH, enforceable against it in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
(d) No Restrictions; Required Consents. The execution and delivery of
this Agreement by CZHH do not, and the performance by CZHH of the transactions
contemplated hereby to be performed by CZHH will not, (i) conflict with the
Certificate of Incorporation or Bylaws of CZHH, (ii) conflict with, or result in
any violation of, or constitute a default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any debt or obligation or constitute a breach of, create a loss
of a material benefit under, any contract, mortgage, indenture, lease, agreement
or other instrument or any permit, order, judgment or decree to which CZHH is a
party or by which any of its properties are bound, (iii) constitute a violation
of any Law applicable to CZHH, or (iv) result in the creation of any lien upon
any of its assets. No consent, approval, order or authorization of, or
registration, declaration or filing with, a Governmental Entity is required to
be obtained or made by or with respect to CZHH in connection with the execution
and delivery of this Agreement by CZHH or the performance by CZHH of the
transactions contemplated hereby to be performed by it, except for such of the
foregoing as are listed or described on Schedule 2.3.(e).
(e) Financial Condition. CZHH has no assets, other than its membership
interest in LLC and de minimis assets, and no liabilities, other than de minimis
liabilities, either direct or indirect, matured or unmatured or absolute,
contingent or otherwise. For purposes of this Section 2.3(f), the term
"liabilities" shall include, without limitation, any direct or indirect
indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost
expense or obligation, whether fixed or contingent, known or unknown, asserted
or unasserted, xxxxxx or inchoate, liquidated or unliquidated, secured or
unsecured.
(f) CZHH knows of no reason or circumstances that could cause the CZHH
Merger to have a material adverse effect on the Company.
(g) Litigation; Decrees. There are no judicial or administrative actions,
proceedings or investigations pending or, to CZHH's knowledge, threatened that
question the validity or enforceability of this Plan of Reorganization or any
action taken or to be taken by CZHH in connection herewith or therewith. Except
as listed or described on Schedule 2.3.(h), there are no (i) lawsuits, claims,
administrative or other proceedings or investigations pending or, to CZHH's
knowledge, threatened by, against or affecting CZHH or any of its Affiliates or
(ii) judgments, orders or decrees of any Governmental Entity binding on CZHH or
any of its properties and assets.
9
ARTICLE III
Covenants
Section 3.1. Conduct of the Company. Prior to the Merger, the Company
shall not conduct any business operations, and shall engage only in activities
necessary or appropriate to effect the Offering and organize its corporate
structure and management as contemplated in the draft Prospectus dated [July
26], 1999 attached hereto as Exhibit N.
Section 3.2. Amended and Restated Certificate of Incorporation. Prior to
the Merger, the Company shall adopt and file with the Secretary of State of
Delaware an Amended and Restated Certificate of Incorporation substantially in
the form attached as Exhibit O hereto.
Section 3.3. Outstanding Shares of Capital Stock. Prior to the Merger,
the Company shall not have any outstanding shares of capital stock, or except as
provided in Sections 1.7 and 1.8 hereof, rights or options to acquire shares of
the capital stock.
ARTICLE IV
Authority to Effectuate the Merger
Section 4.1. Designation of Responsible Persons.
(a) It is hereby authorized and directed that Xxxxx X. Xxxxx, Chief
Executive Officer of the Company, has the authority to complete, execute,
deliver and file on behalf of the Company the Agreement of Merger and take all
the appropriate actions consistent with this Agreement.
(b) It is hereby authorized and directed that Xxxxxx X. Xxxxx, a
representative of LLC, has the authority to complete, execute, deliver and file
on behalf of LLC the Agreement of Merger and take all other appropriate actions
consistent with this Agreement.
ARTICLE V
Certain Other Matters
Section 5.1. Waiver; Amendment. Prior to the Effective Time, any
provision of this Agreement may be: (i) waived in writing by the party
benefitted by the provision or (ii) amended or modified at any time (including
the structure of the transaction) by an agreement in writing between the parties
hereto.
Section 5.2. Counterparts. This Agreement may be executed in
counterparts each of which shall be deemed to constitute an original, but all of
which together shall constitute one and the same instrument.
Section 5.3. Right to Terminate. If the Mergers have not occurred by the
date that is 180 days following the date hereof, then any party hereto shall
have the right, by the delivery of written notice to the other parties, to
terminate this Agreement. Following such termination, this Agreement shall be
of no further force or effect.
10
Section 5.4 Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware without regard
to conflicts of laws principles.
Section 5.5 Notices. All notices, requests, acknowledgments and other
communications hereunder to a party shall be in writing and shall be deemed to
have been fully given when delivered by hand, overnight courier or facsimile
transmission (confirmed in writing) to such party at its address or facsimile
number set forth below or such other address or facsimile transmission as such
party may specify by notice to the other party hereto.
If to the Company:
HealthExtras, Inc.
0000 Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Tel.: (000) 000-0000
Attn: Xxxxx X. Xxxxx
Chief Executive Officer
with a copy to:
Xxxxxxx, Xxxxxx & Xxxxxxxx LLP
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Tel.: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
If to the LLC:
HealthExtras, LLC
0000 Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Tel.: (000) 000-0000
Attn: Xxxxxx X. Xxxxx
Representative
with a copy to:
Xxxxxxx, Xxxxxx & Xxxxxxxx LLP
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Tel.: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
11
If to CZHH:
Capital Z Healthcare Holding Corp.
c/o Capital Z Partners, Ltd.
00 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Esq.
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan
of Reorganization to be executed by their duly authorized representatives as of
this __ day of _____, 1999.
HEALTHEXTRAS, INC.
by: _____________________________
Xxxxx X. Xxxxx
Chief Executive Officer
HEALTHEXTRAS, LLC
by: _____________________________
Xxxxxx X. Xxxxx
Representative
CAPITAL Z HEALTHCARE
HOLDING COMPANY
by: _____________________________
13
