PURCHASE AND SALE AGREEMENT AND SUPPLEMENTAL ESCROW INSTRUCTIONS SELLER:Purchase and Sale Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
AMENDMENT NO. ONE TO AGREEMENT AND PLAN OF MERGER AMONG CAPITAL TITLE GROUP, INC. NATIONS HOLDING GROUP AND CTG MERGER ONE CORPORATION DATED AS OF JUNE 11, 2002Agreement and Plan of Merger • September 23rd, 2002 • Capital Title Group Inc • Real estate dealers (for their own account)
AMONGMerger Agreement • September 23rd, 2002 • Capital Title Group Inc • Real estate dealers (for their own account) • California
Exhibit 10 ASSET PURCHASE AND SALE AGREEMENTAsset Purchase Agreement • April 12th, 2002 • Capital Title Group Inc • Real estate dealers (for their own account) • California
PLACEMENT AGENT AGREEMENT April 13, 1998 Sanders Morris Mundy Inc. 3100 Chase Tower Houston, Texas 77002 Dear Sirs: 1. Introductory. Capital Title Group, Inc., a Delaware corporation (the "Company"), proposes to sell 3,703,703 shares (the "Shares") of...Placement Agent Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account) • Texas
EXHIBIT 10.14 CAPITAL TITLE AGENCY, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of this 17th day of June, 1997, by and between CAPITAL TITLE AGENCY, INC., an Arizona corporation ("Company"), and MILTON M. FERRANTELLI, ("Employee"). WITNESSETH:...Employment Agreement • March 25th, 1998 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows: ARTICLE 1 THE MERGERMerger Agreement • December 10th, 1998 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
CREDIT AGREEMENT This Credit Agreement ("Agreement") is made and entered into on February 1, 1999, by and between Capital Title Group, Inc., a Delaware corporation ("Borrower") and Imperial Bank, a California banking corporation, ("Bank"). Subject to...Credit Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account) • California
LETTER OF AGREEMENT This letter will confirm and constitute the agreement ("Agreement") as of the 16th day of June, 1998 between Capital Title Group, Inc. (hereinafter "Capital Title" or the "Company") and Miller Capital Corporation ("MCC") pursuant...Management Consulting Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account)
CAPITAL TITLE GROUP, INC. COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account)
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, [ ] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 27, 2004 (the “Initial Exercise Date”) and on or prior to the earlier of (i) the close of business on the fifth annual anniversary of the Initial Exercise Date and (ii) the Extraordinary Transaction Election Date (as defined in Section 12 below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Capital Title Group, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one Warrant Share (the “Exercise Price”) under this Warrant shall be $4.00, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment
ACCESS AGREEMENT BY AND BETWEEN SECURITY UNION TITLE INSURANCE COMPANY ("Security Union") AND NEW CENTURY TITLE COMPANY ("Customer") DATED SEPTEMBER 30, 1999Access Agreement • March 28th, 2000 • Capital Title Group Inc • Real estate dealers (for their own account) • California
2,800,000 Shares Common Stock and Related Warrants Registration Rights AgreementRegistration Rights Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • New York
Capital Title Group, Inc., a Delaware (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Subscription Agreement (as defined herein) (i) up to 2,800,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), and (ii) Warrants to purchase up to 889,252 shares of Common Stock (which number includes Warrants issued to the Placement Agents to purchase an aggregate of 329,252 shares of Common Stock). As an inducement to the Purchasers to enter into the Subscription Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
2,800,000 Shares Common Stock and Related Warrants Subscription AgreementSubscription Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • New York
Capital Title Group, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with each of the purchasers named on the signature pages hereof (each a “Purchaser” and, collectively, the “Purchasers”), as set forth below.
AGREEMENT AND PLAN OF MERGER By and Among LANDAMERICA FINANCIAL GROUP, INC. CTG ACQUISITION CORPORATION, and CAPITAL TITLE GROUP, INC. March 28, 2006Merger Agreement • March 29th, 2006 • Capital Title Group Inc • Title insurance • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2006 (this “Agreement”), by and among LANDAMERICA FINANCIAL GROUP, INC., a Virginia corporation (“Parent”), CTG ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and CAPITAL TITLE GROUP, INC., a Delaware corporation (“Company”).
CAPITAL TITLE GROUP, INC. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2005 • Capital Title Group Inc • Title insurance
THIS AGREEMENT amends the Employment Agreement dated March 7, 1998, by and between CAPITAL TITLE GROUP, INC. (“Employer”) and DONALD R. HEAD (“Employee”) in the following particulars:
EXHIBIT 10.18 ACQUISITION CONSULTING AGREEMENT THIS ACQUISITION CONSULTING AGREEMENT (the "Agreement") is entered into as of the 28th day of January, 1998 (the "Effective Date") by and between CAPITAL TITLE GROUP, INC., a Delaware corporation (the...Acquisition Consulting Agreement • March 25th, 1998 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
LETTER OF AGREEMENTManagement Consulting Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account)
This letter will confirm and constitute the agreement (“Agreement”) as of the 16th day of June, 2002 between Capital Title Group, Inc. (hereinafter “Capital Title” or the “Company”) and Miller Capital Corporation (“MCC”) pursuant to which MCC will furnish to the Company certain management consulting, financial advisory and investor relations services.
ISSUING UNDERWRITING AGREEMENT This Issuing Underwriting Agreement ("Agreement") is made and entered into this 1st day of April, 1998 by and between CHICAGO TITLE INSURANCE COMPANY hereafter referred to as "Principal" and CAPITAL TITLE AGENCY,...Issuing Underwriting Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account) • California
June 12, 1998 Mr. Donald R. Head Chairman of the Board and Chief Executive Officer CAPITAL TITLE GROUP, INC. 14555 North Scottsdale Road, Suite 320 Scottsdale, Arizona 85254 RE: Amendment to Acquisition Consulting Agreement between Capital Title...Acquisition Consulting Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account)
Mr. Donald R. Head Chairman of the Board and Chief Executive Officer CAPITAL TITLE GROUP, INC. 14555 North Scottsdale Road, Suite 320 Scottsdale, Arizona 85254
EXHIBIT 10.15 UNITED GENERAL TITLE INSURANCE COMPANY ISSUING AGENT AGREEMENT This agreement, ("Agreement") made this 21st day of January, 1998 between UNITED GENERAL TITLE INSURANCE COMPANY, a corporation organized under the laws of the State of...Issuing Agent Agreement • March 25th, 1998 • Capital Title Group Inc • Real estate dealers (for their own account)
GRAPHIC] Established 1972 The Miller Group Miller Management Corporation Miller Capital Corporation Miller InvestmentsExclusive Acquisition and Management Consulting Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
THIS EXCLUSIVE ACQUISITION and MANAGEMENT CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 28th day of January, 2004 (the “Effective Date”) by and between CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital Title” or the “Company”), and MILLER CAPITAL CORPORATION, an Arizona corporation (“Miller”).
Underwriting AgreementUnderwriting Agreement • October 28th, 2005 • Capital Title Group Inc • Title insurance • New York
Capital Title Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 1,027,500 additional shares of Stock. The stockholders of the Company named in Schedule II hereto (each, a “Selling Stockholder” and collectively the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters (a) an aggregate of 1,550,000 shares of Stock; and (b) a warrant (the “Warrant”) to purchase 300,000 shares of Stock evidenced by that certain Warrant No. W001-NH, dated September 18, 2002, issued by the Company to FinWest Group, a California corporation (“FinWest”). The aggregate of 6,550,000 shares to be sold by the Company and the Selling Stockholders is herein called
CAPITAL TITLE GROUP, INC. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2005 • Capital Title Group Inc • Title insurance • Arizona
THIS AGREEMENT amends the Employment Agreement dated March 7, 1998, by and between CAPITAL TITLE GROUP, INC. (“Employer”) and MARK C. WALKER (“Employee”) in the following particulars:
RECITALSTitle Plant Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account) • California
ACQUISITION CONSULTING AGREEMENT - THIRD RENEWALAcquisition Consulting Agreement • March 17th, 2005 • Capital Title Group Inc • Title insurance • Arizona
THIS ACQUISITION CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 28th day of January, 2004 (the “Effective Date”) by and between CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital Title” or the “Company”), and MILLER CAPITAL CORPORATION, an Arizona corporation (“MCC”).
TITLE INSURANCE UNDERWRITING AGREEMENT (NON-EXCLUSIVE FORM) THIS AGREEMENT entered into this 1st day of July, 1999, between STEWART TITLE GUARANTY COMPANY, a Texas Corporation (referred to herein as "UNDERWRITER"), and NEW CENTURY TITLE COMPANY, a...Title Insurance Underwriting Agreement • March 28th, 2000 • Capital Title Group Inc • Real estate dealers (for their own account)
WITNESSETH:Title Plant Lease and Service Agreement • March 28th, 2000 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
AGREEMENT AND PLAN OF MERGER among CAPITAL TITLE GROUP, INC., NATIONWIDE APPRAISAL SERVICE CORPORATION and CTG ACQUISITION CORPORATION Dated January 26, 2004Merger Agreement • March 5th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of January 26, 2004, by and among CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital”), CTG ACQUISITION CORPORATION, a Pennsylvania corporation (“Merger Sub”), and NATIONWIDE APPRAISAL SERVICES CORPORATION, a Pennsylvania corporation (“NASC”). Capital, Merger Sub, and NASC are sometimes referred to collectively herein as the “Parties,” and sometimes individually as a “Party.”
