September 30, 2004
Mr. Lee Wendleton
AEON Insurance Group, Inc.
18525 Sutter Boulevard, Suite 140
Morgan Hill, CA 95037
This letter agreement (the Agreement) dated as of September 30, 2004, by and between AEON Insurance Group, Inc., a C Corporation (AEON), and Specialty Underwriters Alliance, Inc., a Delaware corporation (SUA), confirms the parties understanding as to certain terms and conditions relating to the issuance by SUA to AEON of shares of Class B Common Stock, par value $.01 per share (the Class B Stock).
SUA and AEON are parties to that certain Securities Purchase Agreement, dated May 18th, 2004 (the Purchase Agreement), as amended and restated, whereby AEON agreed to purchase such number of shares of Class B Stock (the Shares) as determined herein for an aggregate purchase price of $1,000,000.00. Such purchase shall be contingent on the closing of an Initial Public Offering by SUA. For purposes hereof, an Initial Public Offering shall mean a public equity offering of the capital stock of SUA in which the proceeds to SUA are not less than $100,000,000.00, before deduction of underwriting commissions, placement agent fees or similar charges, and other offering expenses. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
After the closing of a Public Offering, the price of each share of Class B Stock shall equal the fair market value of one share of SUAs common stock, par value $.01 per share (the Common Stock), on such date, to be calculated as follows: (i) if the Common Stock is listed or admitted to trading on a national securities exchange, the last reported sale price of the Common Stock, regular way, on such day or in case no sale takes place on such day, the average of the reported closing bid and asked prices of the Common Stock, regular way, on such day, in either case as reported on such exchange; or (ii) if the Common Stock is not listed or admitted to trading on any national securities exchange, but is listed on the NASDAQ
National Market, the closing sale price of the Common Stock on such day, or in case no sale is publicly reported for such day, the average of the representative closing bid and asked quotations for the Common Stock, as reported on NASDAQ; or (iii) if the Common Stock is not listed or admitted to trading on the NASDAQ National Market, the average of the bid and asked prices for the Common Stock as furnished for such day by NASDAQ, or, if not furnished by NASDAQ, by any New York Stock Exchange, Inc. member firm regularly making a market in the Common Stock and selected for such purpose by the SUAs board of directors.
Notwithstanding the terms of the Purchase Agreement, the parties hereby agree that AEON shall pay the Purchase Price in installments as set forth in the Promissory Note (the Note), the terms of which are incorporated herein by reference. Upon payment by AEON of each installment of the Purchase Price, as set forth in the Note, SUA shall deliver to AEON such number of shares of Class B Stock as can be purchased for the amount of such payment, as calculated above. The date of each payment and delivery of shares of Class B Stock shall be defined as a Closing Date.
This Agreement may not be amended or changed without the written consent of SUA and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
|SPECIALTY UNDERWRITERS ALLIANCE, INC.|
|By:||/s/ Courtney C. Smith|
|Name: Courtney C. Smith|
|Title: President & CEO|
|ACCEPTED AND AGREED:|
|AEON INSURANCE GROUP, INC.|
|/s/ Lee Wendleton|
|Name: Lee Wendleton|