MEADOWBROOK INSURANCE GROUP, INC. 6,250,000 Shares of Common Stock UNDERWRITING AGREEMENTMeadowbrook Insurance • July 23rd, 2007 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
Meadowbrook Insurance Group, Inc., a Michigan corporation (the “Company”), and the stockholders of the Company listed in Schedule A hereto (the “Selling Stockholders”), severally confirm their agreement, subject to the terms and conditions stated herein, to sell an aggregate of 6,250,000 shares (the “Firm Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), to the several underwriters named in Schedule B hereto (the “Underwriters”), for whom KeyBanc Capital Markets Inc. (“KBCM”) is acting as Representative (the “Representative”). The Firm Securities consist of 5,500,000 authorized but unissued shares of Common Stock to be issued and sold by the Company and 750,000 outstanding shares of Common Stock to be sold by the Selling Stockholders.
AND THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of March 18, 2013 5.00% Cash Convertible Senior Notes due 2020Meadowbrook Insurance • March 18th, 2013 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • New York
INDENTURE dated as of March 18, 2013 between MEADOWBROOK INSURANCE GROUP, INC., a Michigan corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a banking corporation organized under the laws of the State of New York, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
