Exhibit 10.5
XXXXXXX INSURANCE HOLDINGS, INC.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), made this
15th day of November, 1999, by and among xXxxxxxx.xxx, Inc., a Maryland
corporation ("eChapman"), CIH Merger Subsidiary, Inc., a Maryland corporation
and wholly owned subsidiary of eChapman ("Merger Subsidiary"), and Xxxxxxx
Insurance Holdings, Inc., a Maryland corporation (the "Corporation").
1. THE MERGER
Xxxxxxx Insurance Holdings, Inc. (the "Corporation") will merge (the
"Merger") with and into Xxxxxxx Merger Subsidiary, Inc. (the "Merger
Subsidiary"). The Merger Subsidiary will be the surviving corporation (the
"Surviving Corporation") in the Merger. The Charter and the Bylaws of the Merger
Subsidiary, in effect on the date of the Merger, will continue in full force and
effect as the Charter and Bylaws of the Surviving Corporation. The Surviving
Corporation will continue to be liable for all of the Corporation's pre-Merger
debts and obligations.
Under this Agreement, eChapman, the parent of Merger Subsidiary, will
pay the holders of shares of Common Stock of the Corporation will receive for
each share of Common Stock of the Corporation outstanding immediately prior to
the Merger, $0.6284.
2. METHOD OF CARRYING OUT THE PLAN
The proposed merger has been declared advisable by the Board of
Directors of the Corporation on substantially the terms and conditions set forth
in this Agreement and the Board of Directors has directed that the Agreement be
presented for consideration and approval at a special meeting of the
Stockholders of the Corporation. If the Agreement is duly approved at the
special meeting of the stockholders of the Corporation by the holders of at
least a majority of all outstanding shares of Common Stock, then:
The Board of Directors of each of the Corporation and the Merger
Subsidiary will cause the appropriate officers of the respective corporations to
prepare and execute Articles of Merger in such form as said officers, with the
advice of counsel, deem appropriate and to file the Articles of Merger with the
State Department of Assessments and Taxation (the "SDAT").
IN WITNESS WHEREOF, xXxxxxxx.xxx., Inc., CIH Merger Subsidiary, Inc. and
Xxxxxxx Insurance Holdings, Inc. have caused this Agreement and Plan to be
executed by their respective officers thereunto duly authorized as of the date
first above.
xXXXXXXX.XXX, INC.
By: /s/ XXXXXX X. XXXXXXX, XX.
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Xxxxxx X. Xxxxxxx, Xx.
Chairman of the Board President
CIH MERGER SUBSIDIARY, INC.
By: /s/ XXXXXX X. XXXXXXX, XX.
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Xxxxxx X. Xxxxxxx, Xx.
President
XXXXXXX INSURANCE HOLDINGS, INC.
By: /s/ XXXXXX X. XXXXXXX, XX.
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Xxxxxx X. Xxxxxxx, Xx.
Chairman of the Board and President
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