ARTICLE 1: DEFINITIONS 1 1.1 Definitions....................................................... 1 ARTICLE 2: THE MERGER 7 2.1 The Merger........................................................ 7 2.2 Effective Time of the...Agreement and Plan of Merger • October 30th, 1998 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Pennsylvania
EXHIBIT 10.5Credit Agreement • February 18th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Exhibit 1.1 KINGSWAY FINANCIAL CAPITAL TRUST I KINGSWAY AMERICA INC. KINGSWAY U.S. FUNDING INC. KINGSWAY FINANCIAL SERVICES INC. ____% Preferred Securities (Liquidation Amount $25 per Preferred Security) UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Exhibit 10.10 TENTH AMENDMENT TO CREDIT AGREEMENT PERTAINING TO CREDIT FACILITYCredit Agreement • September 16th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
EXHIBIT 10.2 ------------------------------------------------------------------ -------------- CDN $66,500,000 CREDIT FACILITY CREDIT AGREEMENT AMONGCredit Agreement • December 5th, 2002 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
ANNEX BVoting Agreement • October 30th, 1998 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Pennsylvania
EXHIBIT 10.9 NINTH AMENDMENT TO CREDIT AGREEMENT PERTAINING TO CREDIT FACILITYCredit Agreement • September 16th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
JUNIOR SUBORDINATED INDENTUREKingsway Financial Services Inc • March 30th, 2012 • Fire, marine & casualty insurance • Texas
andKingsway Financial Services Inc • September 22nd, 2003 • Fire, marine & casualty insurance
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2016 by and between Kingsway Financial Services Inc., an Ontario corporation (the “Company”), and the person identified on Schedule A hereto (the “Investor”).
ANDCredit Agreement • July 21st, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
ANDCredit Agreement • July 21st, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
REGISTRATION RIGHTS AGREEMENT Dated as of March 15, 2004 among KINGSWAY AMERICA INC., KINGSWAY FINANCIAL SERVICES INC., as Guarantor and KEEFE, BRUYETTE & WOODS, INC. as Initial PurchaserRegistration Rights Agreement • May 27th, 2004 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
This Agreement is made pursuant to the Purchase Agreement, dated March 8, 2004, by and among the Company, the Guarantor and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of US$25,000,000 aggregate principal amount of the Company’s 7.50% Senior Notes due 2014 (the “Notes”). The Notes will be fully and unconditionally guaranteed as to principal, premium, if any, and interest pursuant to the Indenture by the Guarantor (the “Guarantee”). The Notes constitute an additional issuance of the Company’s 7.50% Senior Notes due 2014, US$100,000,000 of which were issued by the Company on January 28, 2004 and are outstanding on the date hereof. In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their respective direct and indirect tr
INDENTUREKingsway Financial Services Inc • March 30th, 2012 • Fire, marine & casualty insurance
THIS INDENTURE, dated as of December 16, 2003, between Kingsway America Inc., an insurance holding company incorporated in the State of Delaware (hereinafter sometimes called the "Company"), Kingsway Financial Services Inc., a corporation organized under the laws of Ontario, Canada (hereinafter sometimes called the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the "Trustee").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 16th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
This Stock Purchase Agreement (this “Agreement”), dated as of November 9, 2016 by and between W.H.I. Growth Fund Q.P., L.P., an Illinois limited partnership (“Investor”), and Kingsway Financial Services Inc., an Ontario corporation (the “Company”).
LOAN AND SECURITY AGREEMENT dated as of December 1, 2020 between Kingsway Warranty Holdings LLC, Trinity Warranty Solutions LLC, Geminus Holding Company, Inc., IWS Acquisition Corporation and PWI Holdings, Inc. as Borrowers, THE OTHER LOAN PARTIES...Loan and Security Agreement • December 2nd, 2020 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
COMMON STOCK SERIES B WARRANT AGREEMENTCommon Stock Series B Warrant Agreement • September 19th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
This Common Stock Warrant Agreement (this “Agreement”), dated as of September 16, 2013, between Kingsway Financial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”) and Computershare Trust Company of Canada, a trust company licensed to carry on business in all Provinces of Canada (collectively in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
STOCK PURCHASE AGREEMENT BY AND AMONG THOMAS J. CORNEY AND TC FAMILY 2023 LLC, AS SELLERS, AND DDI ACQUISITION LLC, AS BUYER Dated as of October 26, 2023Stock Purchase Agreement • October 30th, 2023 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the 26th day of October 2023, is entered into by and among Thomas J. Corney, an individual residing in the State of Florida (“Corney”), TC Family 2023 LLC, a Nevada limited liability company (the “LLC” and, together with Corney, the “Sellers” and each, individually, a “Seller”), and DDI Acquisition LLC, a Delaware limited liability company (“Buyer”).
Management Services AgreementManagement Services Agreement • March 28th, 2012 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
This Management Services Agreement (this “Agreement”) is entered between 1347 Advisors LLC, a Delaware limited liability company (“1347 Advisors”), and United Insurance Management, L.C., a Florida limited liability company (“UIM”), and is effective August 29, 2011 (the “Effective Date”).
KINGSWAY AMERICA INC. Itasca, Illinois 60143 December 7, 2016Kingsway Financial Services Inc • December 9th, 2016 • Fire, marine & casualty insurance
This letter is being delivered in connection with the purchase from Kingsway America Inc. (“Seller”) by Ballantyne Strong, Inc. (“Purchaser”) of 100,000 shares of common stock, par value $0.001 (the “Securities”), of 1347 Property Insurance Holdings, Inc. (the “Company”) at a purchase price of $7.57 per share.
COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • June 17th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [__], between Kingsway Financial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”) and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
COMMON STOCK WARRANT AGREEMENTKingsway Financial Services • June 17th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Financial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”) and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
SHARE SALE AGREEMENTShare Sale Agreement • August 6th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
This SHARE SALE AGREEMENT (this “Agreement”) is made as of August 1, 2013, by and between Kingsway America Inc., a Delaware corporation with an address at 150 Pierce Road, 6th Floor, Itasca, Illinois 60143 (“Seller”) and Atlas Financial Holdings, Inc., a Cayman corporation with an address at 150 Northwest Point Blvd., Elk Grove Village, Illinois 60007 (“Purchaser”).
ACADIA ACQUISITION PARTNERS, L.P. AGREEMENT OF LIMITED PARTNERSHIP Dated as of March 30, 2011Kingsway Financial Services Inc • March 28th, 2012 • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP is dated and effective as of March 30, 2011, among Acadia GP, LLC, a Delaware limited liability company (in its capacity as a general partner of the Partnership) (the “General Partner”), and the Limited Partners (as defined below), as amended from time to time.
EXHIBIT 10.6Credit Amending Agreement • February 18th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
STOCK OPTION AGREEMENTStock Option Agreement • February 18th, 2009 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of January 7, 2009, by and among Stilwell Value Partners III, L.P. ("SVP III"), and Stilwell Associates, L.P. ("Associates" and, together with SVP III, "SVP") each a Delaware limited partnership with offices at 26 Broadway, 23rd floor, New York, New York 10004, and Larry G. Swets, residing at 306 N. Maple, Itasca IL 60143 (the "Optionee").
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • November 16th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of November 16, 2016 by and between W.H.I. Growth Fund Q.P., L.P., an Illinois limited partnership (“Investor”), and Kingsway Financial Services Inc., an Ontario corporation (the “Company”).
EMPLOYMENT SEPARATION AGREEMENT AND RELEASEEmployment Separation Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
This Employment Separation Agreement and Release (the “Agreement”) is entered into as of September 5, 2018 by and between Kingsway America Inc. (“Employer”) and Larry Gene Swets, Jr. (“Employee”) (together the “Parties”) and the Parties hereby agree as follows:
STOCK PURCHASE AGREEMENT by and among as Buyer CRIC TRT ACQUISITION LLC, as Seller and BNSF-DELPRES INVESTMENTS LTD., as Parent Dated May 17, 2016Stock Purchase Agreement • July 20th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into on May 17, 2016, by and among CMC Acquisition, LLC, a Delaware limited liability company (“Buyer”), CRIC TRT Acquisition LLC, a Delaware limited liability company (“Seller”), and BNSF-Delpres Investments Ltd., an Ontario corporation (“Parent”). Buyer, Seller and Parent are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
ASSET PURCHASE AGREEMENT BY AND AMONG PEGASUS ACQUIRER LLC, AS BUYER, SECURE NURSING SERVICE, INC., AS SELLER AND RAFAEL GOFMAN, ELLA GOFMAN AND ZHANNA WEISS, AS THE SHAREHOLDERS Dated as of November 18, 2022Asset Purchase Agreement • November 21st, 2022 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 18, 2022, is entered into by and among Pegasus Acquirer LLC, a Delaware limited liability company (“Buyer”), Secure Nursing Service, Inc., a California corporation (“Seller” or the “Company”), Rafael Gofman, an individual resident of the State of California (“Gofman”), Ella Gofman, an individual resident of the State of California (“Ella”), and Zhanna Weiss, an individual resident of the State of California (“Weiss” and, collectively with Gofman and Ella, the “Shareholders” and each, individually, a “Shareholder”).
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • February 14th, 2019 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING STATEMENTTrust, Security Agreement • August 4th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Texas
This Deed of Trust is also a Security Agreement and financing statement under the Uniform Commercial Code of the State of Texas and in compliance therewith the following information is set forth:
STOCK PURCHASE AGREEMENT by and between NATIONAL GENERAL HOLDINGS CORP., as Buyer, and KINGSWAY AMERICA INC. and MENDOTA INSURANCE COMPANY, as Sellers Dated April 1, 2015Stock Purchase Agreement • April 7th, 2015 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 1, 2015, by and between National General Holdings Corp., a Delaware corporation (“Buyer”), Kingsway America Inc., a Delaware corporation (“KAI”), and Mendota Insurance Company, a Minnesota corporation (“Mendota” and, together with KAI, the “Sellers”). Buyer and Sellers are referred to collectively herein as the “Parties” and each individually as a “Party”.
STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 12, 2020 BY AND AMONG KINGSWAY WARRANTY HOLDINGS LLC (“BUYER”), PWI HOLDINGS, INC. (THE “COMPANY”), ADESA DEALER SERVICES, LLC (“SELLER”), AND KINGSWAY AMERICA INC. (“PARENT”)Stock Purchase Agreement • October 13th, 2020 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
This Stock Purchase Agreement (this “Agreement”) is dated as of October 12, 2020 and is made by and among Kingsway Warranty Holdings LLC, a Delaware limited liability company (“Buyer”), PWI Holdings, Inc., a Pennsylvania corporation (the “Company”), ADESA Dealer Services, LLC, an Indiana limited liability company (“Seller”), and, solely for purposes of Section 10.15 hereof, Kingsway America Inc., a Delaware corporation (“Parent”). An index of defined terms used in this Agreement is attached as Annex A hereto.
AMENDED AND RESTATED COMMON STOCK SERIES B WARRANT AGREEMENTKingsway Financial Services • July 10th, 2014 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
This Amended and Restated Common Stock Warrant Agreement (this “Agreement”), dated as of July 8, 2014, between Kingsway Financial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”) and Computershare Trust Company of Canada, a trust company licensed to carry on business in all Provinces of Canada (collectively in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
