INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Delaware
This Indemnity Agreement, dated as of , 2014 is made by and between Trupanion, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
•] Shares Trupanion, Inc. Common Stock ($0.00001 Par Value Per Share) UNDERWRITING AGREEMENT July , 2014Underwriting Agreement • July 7th, 2014 • Trupanion Inc. • Hospital & medical service plans • New York
Trupanion, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom RBC Capital Markets, LLC, Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated are acting as the representatives (“you” or the “Representatives”) an aggregate of [•] shares of the Issuer’s Common Stock, $0.00001 par value per share (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [•] additional shares of the Issuer’s Common Stock (the “Option Securities”), as set forth below.
ContractTrupanion Inc. • July 7th, 2014 • Hospital & medical service plans • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
ContractTrupanion Inc. • June 16th, 2014 • Hospital & medical service plans • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Amended and Restated Employment AgreementAmended and Restated Employment Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • British Columbia
This Amended and Restated Employment Agreement (“Agreement”), dated as of April 20, 2007, is entered into between VETINSURANCE LTD., an Alberta corporation, having its principal place of business at 200-889 Harbourside Drive, North Vancouver, BC V7P 3S1 (“Employer”), and DARRYL RAWLINGS, an individual residing at (“Executive”).
1,818,182 Shares TRUPANION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2018 • Trupanion, Inc. • Hospital & medical service plans • New York
Trupanion, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 1,818,182 shares (the “Firm Shares”) of the common stock, par value $0.00001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 272,727 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
THIS FRONTING AND ADMINISTRATION AGREEMENT is made this 18th day ofTrupanion Inc. • June 16th, 2014 • Hospital & medical service plans • Ontario
LEASE (Salmon Bay Center)Lease • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
THIS LEASE (“Lease”) is made and entered into as of the 29th day of August, 2011, by C. D. STIMSON COMPANY, a Washington corporation (“Landlord”), and American Pet Insurance Company, a New York corporation (“Tenant”). In consideration of this Lease, Landlord and Tenant covenant and agree as follows:
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Delaware
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of October 25, 2011, by and among Vetinsurance International, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”. This Agreement amends, restates and supersedes, in its entirety, the Second Amended and Restated Registration Rights Agreement dated May 14, 2010, as previously amended (the “Prior Agreement”).
AGREEMENT NUMBER: 200903 STOP LOSS REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY A company organized and existing under the laws of Canada (hereinafter referred to as the “Reinsured”) and AMERICAN PET INSURANCE COMPANY A company...Loss Reinsurance Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Ontario
WHEREAS: The parties to this Agreement having entered into a separate Fronting and Administration Agreement (herein referred to as the “FAA”) effective January 1, 2010 wherein the Reinsured is willing to cede, and the Reinsurer is willing to accept, certain risks underwritten by the Reinsured as contemplated under the FAA.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
This Executive Employment Agreement (“Agreement”) is made effective as of June 13, 2012 (“Effective Date”), by and between VETINSURANCE MANAGERS, INC., an Arizona corporation (“Company”) and Michael Banks (“Executive”).
May 5, 2014Stock Option Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Delaware
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to Trupanion Managers USA, Inc., an Arizona corporation (the “Company”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 2, 2014 Among Trupanion, Inc. and Trupanion Managers, USA, Inc., as the Borrowers, and PEPI CAPITAL, L.P. as Agent and Lender and The Robert Wood Johnson Foundation, Jodi Lane LLC, Meryt43...Credit Agreement • July 7th, 2014 • Trupanion Inc. • Hospital & medical service plans • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is executed on the 2nd day of July, 2014, by and among TRUPANION, INC. and TRUPANION MANAGERS USA, INC. (each a “Borrower” and collectively, “Borrowers”) and PEPI CAPITAL, L.P. (“Original Lender”), HIGHLAND CONSUMER FUND I LIMITED PARTNERSHIP, HIGHLAND CONSUMER FUND 1-B LIMITED PARTNERSHIP and HIGHLAND CONSUMER ENTREPRENEURS FUND I LIMITED PARTNERSHIP (each an “Additional Lender” and collectively the “Additional Lenders”) and the ROBERT WOOD JOHNSON FOUNDATION, a New Jersey non-profit corporation (“RWJF”), JODI LANE LLC (“Jodi Lane”), and MERYT43 LLC (“Meryt”, together with RWJF and Jodi Lane the “Funding Lenders”) (the Funding Lenders, together with the Additional Lenders and Original Lender, the “Lenders”).
VETINSURANCE INTERNATIONAL, INC. VETINSURANCE MANAGERS, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • North Carolina
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of August 24, 2012, by and between Square 1 Bank (“Bank”) and VETINSURANCE INTERNATIONAL, INC. and VETINSURANCE MANAGERS, INC. (each a “Borrower” and collectively, “Borrowers”) and amends and restates, in its entirety, that certain Loan and Security Agreement by and between Borrowers and Bank dated as of April 24, 2007 (the “Original Agreement”).
LEASE AGREEMENTLease Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
This Lease Agreement (“Lease”) is made and dated as of June 14, 2012, by and among AMERICAN PET INSURANCE COMPANY, a New York corporation, duly qualified to do business in the State of Washington, dba TRUPANION (“Tenant”), and the HOUSING AUTHORITY OF THE CITY OF SEATTLE, a Washington public body corporate and politic (“Landlord”).
Agency Agreement Between Omega General Insurance CompanyAgency Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans
Whereas The Company and American Pet Insurance Co. have entered into a separate Fronting and Administration Agreement (“FAA”) effective January 1, 2010, The Company hereby appoints the Broker, subject to all the terms and conditions herein, all of the insurance laws and other laws applicable to insurance companies and insurance brokers of each province and territory of Canada (“Provincial Insurance Laws”) and to any limitations, underwriting rules and procedural instructions issued by The Company. It is understood and agreed that this appointment is solely for the purpose of selling policies of insurance as contemplated under the FAA and other related insurance as may be mutually agreed by the parties to this agreement, The Broker shall not hold itself out as having the power to bind or obligate The Company in any manner whatsoever except for the purpose set out herein.
SECOND LEASE AMENDMENT Between BENAROYA CAPITAL COMPANY, LLC and TRUPANION, INC.Trupanion Inc. • November 3rd, 2017 • Hospital & medical service plans
This Second Lease Amendment dated October 20, 2017 is attached to and made part of that certain Lease dated August 10, 2015 as amended by a First Lease Amendment dated April 29, 2016 (collectively the “Lease”) between Benaroya Capital Company, LLC, a Washington limited liability company, as “Landlord” and Trupanion, Inc., a Delaware corporation, as “Tenant” in Suite 200 of the Building known as the 6100 Building, located at 6100 Fourth Avenue South, in Seattle, Washington (the "Premises"). The Premises are more particularly described in the Lease.
AGREEMENT NUMBER: 2015003 ADDENDUM #3 QUOTA SHARE REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY (hereinafter referred to as the “Reinsured”) and WYNDHAM INSURANCE COMPANY (SAC) LIMITED, in respect of its Segregated Account AX...Agreement Number • February 15th, 2017 • Trupanion Inc. • Hospital & medical service plans
AND WHEREAS the Reinsured and the Reinsurer now desire to further amend the Quota Share Reinsurance Agreement to take effect as of January 1, 2017;
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement And • April 4th, 2023 • Trupanion, Inc. • Hospital & medical service plans • Washington
This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Trupanion Managers USA, Inc. (“Company”) and [Executive Officer] (“Team Member”) effective as of [Date] with respect to the following facts:
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
This Independent Contractor Agreement (this “Agreement”) is entered into by American Pet Insurance Company, Inc. (together with its affiliates, the “Company”) and Peter R. Beaumont, (hereinafter the “Consultant”).
NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2016 • Trupanion Inc. • Hospital & medical service plans
This Ninth Amendment to Amended and Restated Loan and Security Agreement is made and entered into as of March 1 7, 2016 (the "Amendment" ) by and among PACIFIC WESTERN BANK, a California state chartered bank ("Bank") and TRUPANION, INC. and TRUPANION MANAGERS USA, INC. (each a "Borrower'', and collectively "Borrowers").
ContractQuota Share Reinsurance Agreement • February 24th, 2015 • Trupanion Inc. • Hospital & medical service plans • Ontario
* Confidential Treatment has been requested for the marked portions of this exhibit pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.
AGREEMENT NUMBER: 2015003 ADDENDUM #8 QUOTA SHARE REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY (hereinafter referred to as the "Reinsured") and WYNDHAM INSURANCE COMPANY (SAC) LIMITED, in respect of its Segregated Account AX...Agreement Number • February 12th, 2021 • Trupanion, Inc. • Hospital & medical service plans
WHEREAS the Reinsured and the Reinsurer entered into a Quota Share Reinsurance Agreement effective January 1, 2015 (the "Agreement");
AGREEMENT NUMBER: 2015003 ADDENDUM#5 QUOTA SHARE REINSURANCE AGREEMENTAgreement • February 14th, 2019 • Trupanion, Inc. • Hospital & medical service plans
WHEREAS the Reinsured and the Reinsurer entered into a Quota Share Reinsurance Agreement effective January 1, 2015 (the "Agreement");
AGREEMENT NUMBER: 2015003 ADDENDUM #2 QUOTA SHARE REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY (hereinafter referred to as the "Reinsured") And WYNDHAM INSURANCE COMPANY (SAC) LIMITED, in respect of its Segregated Account AX...Agreement Number • February 15th, 2017 • Trupanion Inc. • Hospital & medical service plans
AND WHEREAS the Reinsured and the Reinsurer now desire to further amend the Quota Share Reinsurance Agreement to take effect as of January 1, 2016;
TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2016 • Trupanion Inc. • Hospital & medical service plans
This Tenth Amendment to Amended and Restated Loan and Security Agreement is made and entered into as of June 27, 2016 (the "Amendment”) by and among PACIFIC WESTERN
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2017 • Trupanion Inc. • Hospital & medical service plans • Washington
This Employment Agreement (the “Agreement”) is effective as of January 13, 2017 (the “Effective Date”) between Trupanion, Inc. and its wholly owned subsidiary American Pet Insurance Company (“APIC”) (collectively with their affiliated entities the “Company”) and Timothy Graff (“Executive”) (Executive and the Company are referred to herein as a “Party” or the “Parties”).
AGREEMENT NUMBER: 2015003 ADDENDUM #10 QUOTA SHARE REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY (hereinafter referred to as the "Reinsured") and WYNDHAM INSURANCE COMPANY (SAC) LIMITED, in respect of its Segregated Account AX...Agreement • February 16th, 2023 • Trupanion, Inc. • Hospital & medical service plans
WHEREAS the Reinsured and the Reinsurer entered into a Quota Share Reinsurance Agreement effective January 1, 2015 (the "Agreement");
AGREEMENT NUMBER: 2015003 ADDENDUM #6 QUOTA SHARE REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY (hereinafter referred to as the "Reinsured") and WYNDHAM INSURANCE COMPANY (SAC) LIMITED, in respect of its Segregated Account AX...Agreement • February 14th, 2020 • Trupanion, Inc. • Hospital & medical service plans
WHEREAS the Reinsured and the Reinsurer entered into a Quota Share Reinsurance Agreement effective January 1, 2015 (the "Agreement");
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 3rd, 2017 • Trupanion Inc. • Hospital & medical service plans
THIS SECOND Amendment to Loan and Security Agreement (this “Amendment”), is entered into as of September 28, 2017, by and among TRUPANION, INC., a Delaware corporation (“Trupanion”), TRUPANION MANAGERS USA, INC., an Arizona corporation (“Trupanion Managers”; together with Trupanion, individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time party to the Agreement (as hereinafter defined) (each a “Lender” and, collectively, the “Lenders”), and PACIFIC WESTERN BANK, a California state chartered bank (“PWB”), as a Lender and as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
AGREEMENT NUMBER: 2015003 ADDENDUM #11 QUOTA SHARE REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY (hereinafter referred to as the "Reinsured") and WYNDHAM INSURANCE COMPANY (SAC) LIMITED, in respect of its Segregated Account AX...Quota Share Reinsurance Agreement • February 27th, 2024 • Trupanion, Inc. • Hospital & medical service plans
WHEREAS the Reinsured and the Reinsurer entered into a Quota Share Reinsurance Agreement effective January 1, 2015 (the "Agreement");
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 5th, 2015 • Trupanion Inc. • Hospital & medical service plans
This Eighth Amendment to Amended and Restated Loan and Security Agreement is made and entered into as of September 4, 2015 (the “Amendment”) by and among SQUARE 1 BANK (“Bank”) and TRUPANION, INC. and TRUPANION MANAGERS USA, INC. (each a
AGREEMENT NUMBER: 2015003 ADDENDUM#4 QUOTA SHARE REINSURANCE AGREEMENTAgreement • February 14th, 2018 • Trupanion Inc. • Hospital & medical service plans
AND WHEREAS the Reinsured and the Reinsurer now desire to further amend the Quota Share Reinsurance Agreement to take effect as of January 1, 2018;
FIRST AMENDMENT TOConsulting Agreement • May 6th, 2016 • Trupanion Inc. • Hospital & medical service plans
This First Amendment to Consulting Agreement (as amended from time to time, this “Amendment”) is effective as of January 1, 2016 (the “Effective Date”), by and among Trupanion Managers USA, Inc., an Arizona corporation (the “Company”) and Howard Rubin, an independent contractor of the Company (“You” or “Rubin”). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Original Agreement.
ADDENDUM #1 THE FRONTING AND ADMINISTRATION AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY (hereinafter referred to as the "Omega") and WYNDHAM INSURANCE COMPANY (SAC) LIMITED, in respect of its Segregated Account AX (hereinafter referred to...The Fronting and Administration Agreement • February 27th, 2024 • Trupanion, Inc. • Hospital & medical service plans
In consideration of the covenants and agreements contained herein and for other good and valuable consideration, receipt and sufficiency of which is acknowledged, the parties agree as follows:
