FORM OF UNDERWRITING AGREEMENT JAMES RIVER GROUP, INC., (a Delaware Corporation) Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2005 • James River Group, INC • Fire, marine & casualty insurance • New York
ARTICLE I BACKGROUNDStockholders' Agreement • May 3rd, 2005 • James River Group, INC • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 3rd, 2005 • James River Group, INC • Ohio
WITNESSETH:Employment Agreement • May 3rd, 2005 • James River Group, INC • North Carolina
FORM OF JOINDER TO STOCKHOLDERS' AGREEMENT JOINDER to the Stockholders' Agreement, dated as of ___________, as amended by the First Amendment to Stockholders' Agreement, dated as of June 30, 2003 (together, as the same may be amended from time to...Stockholders' Agreement • May 3rd, 2005 • James River Group, INC • New York
JAMES RIVER GROUP, INC., (a Delaware Corporation) 4,444,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT Dated August 8, 2005 TABLE OF CONTENTS <TABLE>Underwriting Agreement • August 12th, 2005 • James River Group, INC • Fire, marine & casualty insurance • New York
ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEEPreferred Securities Guarantee Agreement • May 3rd, 2005 • James River Group, INC • New York
AMENDMENT TO REINSURANCE AGREEMENT THIS AMENDMENT, shall be effective as of the 1st day of January, 2002, by and between Fidelity Excess and Surplus Insurance Company (hereinafter "Reassured") and American Empire Surplus Lines Insurance Company...Reinsurance Agreement • May 3rd, 2005 • James River Group, INC
INDENTURE BETWEENIndenture • May 3rd, 2005 • James River Group, INC • New York
WITNESSETH:Employment Agreement • May 3rd, 2005 • James River Group, INC • North Carolina
NET QUOTA SHARE REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2005 issued toInterests and Liabilities Agreement • May 3rd, 2005 • James River Group, INC • Virginia
FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE...James River Group, INC • May 3rd, 2005 • Delaware
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January 21, 2003 by and among James River Group, Inc., a Delaware corporation (the "Company"), J. Adam Abram (the "Founder"), each of...Registration Rights Agreement • May 3rd, 2005 • James River Group, INC • New York
GUARANTEEGuarantee • May 3rd, 2005 • James River Group, INC • New York
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENTStockholders' Agreement • May 3rd, 2005 • James River Group, INC • New York
JAMES RIVER GROUP, INC., AS ISSUER INDENTURE DATED AS OF DECEMBER 15, 2004 WILMINGTON TRUST COMPANY, AS TRUSTEEIndenture • May 3rd, 2005 • James River Group, INC • New York
EMPLOYMENT AND ARBITRATION AGREEMENTEmployment and Arbitration Agreement • May 3rd, 2005 • James River Group, INC • North Carolina
ANDGuarantee Agreement • May 3rd, 2005 • James River Group, INC • New York
RECITALSForm of Indemnification Agreement • May 3rd, 2005 • James River Group, INC • Delaware
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 11, 2007 AMONG FRANKLIN HOLDINGS (BERMUDA), LTD., FRANKLIN ACQUISITION CORP. AND JAMES RIVER GROUP, INC.Agreement and Plan of Merger • 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] INCENTIVE STOCK OPTION AWARD AGREEMENT ISSUED PURSUANT TO THE JAMES RIVER GROUP, INC. 2005 INCENTIVE PLAN THIS OPTION AWARD AGREEMENT ("Agreement"), effective , (the "Date of Grant") represents the grant of an incentive stock option...Stock Option Award Agreement • August 4th, 2005 • James River Group, INC • Fire, marine & casualty insurance
INDENTURE BETWEENIndenture • May 3rd, 2005 • James River Group, INC • New York
AMENDMENT TO EMPLOYMENT AGREEMENT DATED OCTOBER 1, 2003Employment Agreement • October 31st, 2006 • James River Group, Inc • Fire, marine & casualty insurance
The undersigned hereby agree that the employment agreement by and between the Stonewood Insurance Management Company, Inc. and C. Kenneth Mitchell, dated as of October 1, 2003 (the “Employment Agreement”) is amended as provided herein, effective October 1, 2006
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2006 • James River Group, INC • Fire, marine & casualty insurance • North Carolina
THIS AGREEMENT dated and effective as of May 31, 2006 (the “Effective Date”), between James River Group, Inc., a Delaware corporation (“Company”) and Gregg T. Davis (“Executive”).
TRUST ACCOUNT AGREEMENT THIS TRUST ACCOUNT AGREEMENT (the "Agreement"), effective this 12th day of March, 2003, by and among AMERICAN EMPIRE SURPLUS LINES INSURANCE COMPANY, a Delaware corporation (hereinafter referred to as the "GRANTOR"), THE...Trust Account Agreement • May 3rd, 2005 • James River Group, INC • Ohio
SUMMARY OF CONSULTING AGREEMENT In January 2003, James River Group, Inc. entered into an oral consulting agreement (the "Agreement") with Richard W. Wright, the Chairman of the board of directors. Pursuant to the Agreement, Mr. Wright currently...Summary of Consulting Agreement • May 3rd, 2005 • James River Group, INC
In January 2003, James River Group, Inc. entered into an oral consulting agreement (the "Agreement") with Richard W. Wright, the Chairman of the board of directors. Pursuant to the Agreement, Mr. Wright currently receives a fee of $60,000 per year. The Agreement may be terminated by either party with 90 days written notice, and will terminate immediately prior to completion of this offering. Upon completion of the offering, we will enter into a new consulting agreement with Mr. Wright, pursuant to which he will receive a fee of $40,000 for his consulting services.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2006 • James River Group, INC • Fire, marine & casualty insurance • North Carolina
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated and effective as of August 12, 2005, between James River Group, Inc., a Delaware corporation (the "Company"), and J. Adam Abram (the "Executive").
FORM OF VOTING AGREEMENTForm of Voting 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).
