ContractStock Purchase Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
THIS STOCK PURCHASE AGREEMENT (together with the Exhibit and the Schedules attached hereto and incorporated herein by reference, being hereinafter referred to as this “Agreement”) is made and entered into as of the 22nd day of March, 2004, by and between OneBeacon Insurance Company, a stock insurance company duly organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as the “Seller” unless otherwise stated expressly) and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Purchaser”).
Securities Purchase Assignment and Assumption AgreementSecurities Purchase Assignment and Assumption Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This Securities Purchase Assignment and Assumption Agreement (the “Agreement”) is made and entered into as of June 10, 2009 by and between Risk Transfer Holdings, Inc. (“RTH”), Risk Transfer Programs, LLC (“RTP”) and Specialty Underwriters’ Alliance, Inc. (the “Company”).
Partner Agent Assignment and Assumption AgreementPartner Agent Assignment and Assumption Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This Partner Agent Assignment and Assumption Agreement (the “Agreement”) is made and entered into as of June 10, 2009 by and between Risk Transfer Holdings, Inc., to include all related entities, affiliates and subsidiaries contemplated within the Amended and Restated SUA Insurance Company Partner Agent Program Agreement (collectively, “RTH”), Risk Transfer Programs, LLC (“RTP”) and SUA Insurance Company (the “Company”).
AMENDMENT NO. 7 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of April 30, 2009 by and between American Team Managers Insurance Services, Inc. (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned subsidiary SUA Insurance Company (collectively, the “Company”), and amends the Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 1, 2004, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT NO. 2 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of June 11, 2009 by and between Specialty Risk Solutions, LLC (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned subsidiary SUA Insurance Company (collectively, the “Company”), and amends the Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 11, 2005, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
SECOND AMENDMENT TO THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of June 10, 2009 by and between Risk Transfer Holdings, Inc. (“RTH”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned property and casualty insurance subsidiary, SUA Insurance Company (collectively, the “Company”), and amends the AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the parties on JUNE 10, 2005. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT NO. 3 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTProgram Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of June 18, 2009 by and between AEON Insurance Group, Inc. and Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates, including SUA Insurance Company, and amends the Specialty Underwriters’ Alliance, Inc. Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 18, 2004, as amended. Any capitalized terms used but not defined in this Amendment shall have the same meaning set forth in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
AMENDMENT NO. 3 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTProgram Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of June 18, 2009 by and between Specialty Risk Solutions, LLC and Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates, including SUA Insurance Company, and amends the Specialty Underwriters’ Alliance, Inc. Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 11, 2005, as amended. Any capitalized terms used but not defined in this Amendment shall have the same meaning set forth in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
SECOND AMENDMENT TO THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of the 4th day of June, 2009 by and between American Team Managers Insurance Services, Inc. (“ATM”) and Specialty Underwriters’ Alliance, Inc., and amends the AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the parties on September 8, 2005. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the provision of this Amendment shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
FIFTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of June 11, 2009 (“Effective Date”) by and between Specialty Risk Solutions, LLC (“Purchaser”) and Specialty Underwriters’ Alliance, Inc., and amends the SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the parties on May 11, 2005, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT NO. 2 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of May 18, 2009 by and between AEON Insurance Group, Inc. (“Partner Agent”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned subsidiary SUA Insurance Company (collectively, the “Company”), and amends the Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 18, 2004, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT NO. 1 TO THE SUA INSURANCE COMPANY AMENDED AND RESTATED PARTNER AGENT PROGRAM AGREEMENTPartner Agent Program Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of June 19, 2009 by and between Risk Transfer Programs, LLC and SUA Insurance Company, and amends the Amended and Restated SUA Insurance Company Partner Agent Program Agreement (“Agreement”) entered into by the parties on June 10, 2009, as amended. Any capitalized terms used but not defined in this Amendment shall have the same meaning set forth in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
AMENDMENT NO. 8 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENTProgram Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of June 18, 2009 by and between American Team Managers Insurance Services, Inc. and Specialty Underwriters’ Alliance, Inc. and its property and casualty insurance subsidiaries and affiliates, including SUA Insurance Company, and amends the Specialty Underwriters’ Alliance, Inc. Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 1, 2004, as amended. Any capitalized terms used but not defined in this Amendment shall have the same meaning set forth in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
AMENDED AND RESTATED SUA INSURANCE COMPANY PARTNER AGENT PROGRAM AGREEMENTInsurance Company Partner Agent Program Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Florida
This Amended and Restated Partner Agent Program Agreement (the “Amendment”) is entered into as of the 10th day of June, 2009 by and between SUA Insurance Company and its property and casualty insurance subsidiaries and affiliates (collectively the “Company”) and Risk Transfer Holdings, Inc. and its affiliates and subsidiaries (collectively, “Partner Agent”), and amends and restates the Specialty Underwriters’ Alliance, Inc. Partner Agent Program Agreement entered into by and between the Company and Partner Agent on November 3, 2004, as amended (the “Agreement”). Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or
