AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 11, 2007 AMONG FRANKLIN HOLDINGS (BERMUDA), LTD., FRANKLIN ACQUISITION CORP. AND JAMES RIVER GROUP, INC.Merger Agreement • June 12th, 2007 • James River Group, Inc • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2007 (this “Agreement”), is among FRANKLIN HOLDINGS (BERMUDA), LTD., a Bermuda company (“Parent”), FRANKLIN ACQUISITION CORP., a Delaware corporation and a direct, wholly-owned subsidia.y of Parent (“Merger Sub”), and JAMES RIVER GROUP, INC., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “parties”).
FORM OF VOTING AGREEMENTVoting Agreement • June 12th, 2007 • James River Group, Inc • Fire, marine & casualty insurance • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of June 11, 2007, is entered into by and among FRANKLIN HOLDINGS (BERMUDA), LTD., a Bermuda company (“Parent”), FRANKLIN ACQUISITION CORP., a Delaware corporation (“Merger Sub”) and each of the stockholders of JAMES RIVER GROUP, INC., a Delaware corporation (the “Company”), listed on Annex A hereto (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings attributed to them in the Merger Agreement (as defined below).
