ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 7, 2009 BY AND AMONG TRIAD GUARANTY INSURANCE CORPORATION, TRIAD GUARANTY INC. AND ESSENT GUARANTY, INC.Asset Purchase Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of October 7, 2009 by and among Triad Guaranty Insurance Corporation, an Illinois domiciled insurance company (“TGIC”), and Triad Guaranty Inc., a Delaware corporation (“TGI” and, together with TGIC, the “Sellers”) and Essent Guaranty, Inc., a Pennsylvania stock insurance company (the “Buyer”).
AMENDED AND RESTATED CLASS A COMMON SHARE SUBSCRIPTION AGREEMENTSubscription Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
AMENDED AND RESTATED CLASS A COMMON SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 25, 2010, by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the Persons (as defined below) listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENTShareholders Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance
Reference is made to that certain Shareholders Agreement, dated as of February 6, 2009 (as amended, the “Shareholders Agreement”) by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”), and the Investors listed on the signature pages thereto. Capitalized terms used and not defined herein have the meanings assigned to them in the Shareholders Agreement.
AMENDMENT AND WAIVER TO FEE AGREEMENTFee Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
THIS AMENDMENT AND WAIVER TO FEE AGREEMENT (this “Amendment”) is made and entered into as of December 18, 2012 by and among Essent Group Ltd. (the “Company”) and the Investors listed on the signature pages hereto.
SHAREHOLDERS AGREEMENTShareholders Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of February 6, 2009, by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the holders of the Company Securities (as defined below) set forth on Exhibit A attached hereto (the “Shareholders”).
FEE AGREEMENTFee Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
FEE AGREEMENT (this “Agreement”), dated as of February , 2009, by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the Investors set forth on Exhibit A attached hereto (the “Investors”).
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
This AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of March 25, 2010 (this “Amendment”), amends the Shareholders Agreement, dated as of February 6, 2009 (the “Shareholders Agreement”) by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the holders of Company Securities set forth on Exhibit A thereto. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Shareholders Agreement.
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance
This Agreement is made as of the [Date] by and between Essent Group Ltd., a Bermuda exempted company (the “Company”), and [Name] (the “Indemnitee”), a [Director/Officer] of the Company.
