Nathan A. Chapman, Jr. The World Trade Center--Baltimore 28th Floor 401 East Pratt Street Baltimore, MD 21201 December 29, 1997Corporate Separation Lock-Up Agreement • June 22nd, 1998 • Chapman Capital Management Holdings Inc • Investment advice • Maryland
In connection with efforts to raise capital for the business operations of The Chapman Co., a Maryland corporation ("CCO") and Chapman Capital Management, Inc., a Washington, DC corporation ("CCM"): (i) CCO and its parent, Chapman Holdings, Inc., a Maryland corporation ("CHI") entered into a merger transaction (the "Merger") effective December 29, 1997, pursuant to a plan of merger (the "Plan") and articles of merger approved by the Board of Directors and stockholders of CHI whereby the former stockholders of CCO became stockholders of CHI and CCO became a wholly-owned subsidiary of CHI; (ii) effective January 8, 1998, CCO transferred the outstanding shares of its wholly-owned subsidiaries CCM and the Chapman Insurance Agency Incorporated, a Maryland corporation ("CIA") to two newly-formed, wholly-owned Maryland corporation subsidiaries of CCO, Chapman Capital Holdings, Inc. ("CCH") and Chapman Insurance Holdings, Inc. ("CIH"); (iii) CHI currently intends to undertake an initial public
