AGREEMENT AND PLAN OF MERGER BY AND AMONG ELARA HOLDINGS, INC. ELARA MERGER CORPORATION AND DIRECT GENERAL CORPORATION Dated as of December 4, 2006Agreement and Plan of Merger • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Delaware
AGREEMENT AND PLAN OF MERGER made as of December 4, 2006 (this "Agreement") by and among Elara Holdings, Inc., a Delaware corporation ("Parent"), Elara Merger Corporation, a Tennessee corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Direct General Corporation, a Tennessee corporation (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 4, 2006, and is entered into by and between J. Todd Hagely (“Executive”), Direct General Corporation, a Tennessee corporation (the “Company”), and Elara Holdings, Inc., a Delaware corporation (“Holdco” or "Parent"). Except where otherwise noted, all capitalized terms not defined herein shall have the meaning set forth in the “Merger Agreement,” as defined below.
RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENTResignation and Restrictive Covenants Agreement • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
THIS RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”) is dated as of December 4, 2006, and is entered into by and between William C. Adair (“Executive”), Direct General Corporation, a Tennessee corporation (the “Company”), and Elara Holdings, Inc., a Delaware corporation (“Holdco” or "Parent").
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
DIRECTOR INDEMNIFICATION AGREEMENT (this "Agreement") dated as of December 4, 2006, by and between Direct General Corporation (the "Company"), a Tennessee corporation, and ____________________ ("Indemnitee"):
FORM LIMITED GUARANTEEForm Limited Guarantee • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Delaware
Limited Guarantee, dated as of December 4, 2006 (this “Limited Guarantee”), by [INVESTOR] (the “Guarantor”) in favor of DIRECT GENERAL CORPORATION (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger by and among ELARA HOLDINGS, INC. (“Parent”), ELARA MERGER CORPORATION (“Merger Sub”), and the Guaranteed Party, dated as of December 5, 2006 (as the same may be amended from time to time, the “Merger Agreement”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENTResignation and Restrictive Covenants Agreement • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
THIS RESIGNATION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”) is dated as of December 4, 2006, and is entered into by and between Jacqueline C. Adair (“Executive”), Direct General Corporation, a Tennessee corporation (the “Company”), and Elara Holdings, Inc., a Delaware corporation (“Holdco” or "Parent").
SPECIAL COMMITTEE INDEMNIFICATION AGREEMENTSpecial Committee Indemnification Agreement • December 5th, 2006 • Direct General Corp • Fire, marine & casualty insurance • Tennessee
SPECIAL COMMITTEE INDEMNIFICATION AGREEMENT (this "Agreement") dated as of December 4, 2006, by and between Direct General Corporation (the "Company"), a Tennessee corporation, and _______________________ ("Indemnitee"):
