ARTICLE 1: DEFINITIONS 1 1.1 Definitions....................................................... 1 ARTICLE 2: THE MERGER 7 2.1 The Merger........................................................ 7 2.2 Effective Time of the...Agreement and Plan of Merger • October 30th, 1998 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledOctober 30th, 1998 Company Industry Jurisdiction
EXHIBIT 10.5Credit Agreement • February 18th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Contract Type FiledFebruary 18th, 2003 Company Industry Jurisdiction
Exhibit 1.1 KINGSWAY FINANCIAL CAPITAL TRUST I KINGSWAY AMERICA INC. KINGSWAY U.S. FUNDING INC. KINGSWAY FINANCIAL SERVICES INC. ____% Preferred Securities (Liquidation Amount $25 per Preferred Security) UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Contract Type FiledSeptember 22nd, 2003 Company Industry Jurisdiction
Exhibit 10.10 TENTH AMENDMENT TO CREDIT AGREEMENT PERTAINING TO CREDIT FACILITYCredit Agreement • September 16th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Contract Type FiledSeptember 16th, 2003 Company Industry Jurisdiction
EXHIBIT 10.2 ------------------------------------------------------------------ -------------- CDN $66,500,000 CREDIT FACILITY CREDIT AGREEMENT AMONGCredit Agreement • December 5th, 2002 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Contract Type FiledDecember 5th, 2002 Company Industry Jurisdiction
andKingsway Financial Services Inc • September 22nd, 2003 • Fire, marine & casualty insurance
Company FiledSeptember 22nd, 2003 Industry
ANNEX BVoting Agreement • October 30th, 1998 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledOctober 30th, 1998 Company Industry Jurisdiction
EXHIBIT 10.9 NINTH AMENDMENT TO CREDIT AGREEMENT PERTAINING TO CREDIT FACILITYCredit Agreement • September 16th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Contract Type FiledSeptember 16th, 2003 Company Industry Jurisdiction
JUNIOR SUBORDINATED INDENTUREKingsway Financial Services Inc • March 30th, 2012 • Fire, marine & casualty insurance • Texas
Company FiledMarch 30th, 2012 Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
Contract Type FiledNovember 16th, 2016 Company Industry JurisdictionThis Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2016 by and between Kingsway Financial Services Inc., an Ontario corporation (the “Company”), and the person identified on Schedule A hereto (the “Investor”).
ANDCredit Agreement • July 21st, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Contract Type FiledJuly 21st, 2003 Company Industry Jurisdiction
ANDCredit Agreement • July 21st, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Contract Type FiledJuly 21st, 2003 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENT Dated as of March 15, 2004 among KINGSWAY AMERICA INC., KINGSWAY FINANCIAL SERVICES INC., as Guarantor and KEEFE, BRUYETTE & WOODS, INC. as Initial PurchaserRegistration Rights Agreement • May 27th, 2004 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Contract Type FiledMay 27th, 2004 Company Industry JurisdictionThis Agreement is made pursuant to the Purchase Agreement, dated March 8, 2004, by and among the Company, the Guarantor and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of US$25,000,000 aggregate principal amount of the Company’s 7.50% Senior Notes due 2014 (the “Notes”). The Notes will be fully and unconditionally guaranteed as to principal, premium, if any, and interest pursuant to the Indenture by the Guarantor (the “Guarantee”). The Notes constitute an additional issuance of the Company’s 7.50% Senior Notes due 2014, US$100,000,000 of which were issued by the Company on January 28, 2004 and are outstanding on the date hereof. In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their respective direct and indirect tr
INDENTUREKingsway Financial Services Inc • March 30th, 2012 • Fire, marine & casualty insurance
Company FiledMarch 30th, 2012 IndustryTHIS INDENTURE, dated as of December 16, 2003, between Kingsway America Inc., an insurance holding company incorporated in the State of Delaware (hereinafter sometimes called the "Company"), Kingsway Financial Services Inc., a corporation organized under the laws of Ontario, Canada (hereinafter sometimes called the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the "Trustee").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 16th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
Contract Type FiledNovember 16th, 2016 Company Industry JurisdictionThis Stock Purchase Agreement (this “Agreement”), dated as of November 9, 2016 by and between W.H.I. Growth Fund Q.P., L.P., an Illinois limited partnership (“Investor”), and Kingsway Financial Services Inc., an Ontario corporation (the “Company”).
LOAN AND SECURITY AGREEMENT dated as of December 1, 2020 between Kingsway Warranty Holdings LLC, Trinity Warranty Solutions LLC, Geminus Holding Company, Inc., IWS Acquisition Corporation and PWI Holdings, Inc. as Borrowers, THE OTHER LOAN PARTIES...Loan and Security Agreement • December 2nd, 2020 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
Contract Type FiledDecember 2nd, 2020 Company Industry
COMMON STOCK SERIES B WARRANT AGREEMENTCommon Stock Series B Warrant Agreement • September 19th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
Contract Type FiledSeptember 19th, 2013 Company IndustryThis Common Stock Warrant Agreement (this “Agreement”), dated as of September 16, 2013, between Kingsway Financial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”) and Computershare Trust Company of Canada, a trust company licensed to carry on business in all Provinces of Canada (collectively in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
STOCK PURCHASE AGREEMENT by and among as Buyer CRIC TRT ACQUISITION LLC, as Seller and BNSF-DELPRES INVESTMENTS LTD., as Parent Dated May 17, 2016Stock Purchase Agreement • July 20th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Contract Type FiledJuly 20th, 2016 Company Industry JurisdictionThis Stock Purchase Agreement (this “Agreement”) is made and entered into on May 17, 2016, by and among CMC Acquisition, LLC, a Delaware limited liability company (“Buyer”), CRIC TRT Acquisition LLC, a Delaware limited liability company (“Seller”), and BNSF-Delpres Investments Ltd., an Ontario corporation (“Parent”). Buyer, Seller and Parent are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
STOCK PURCHASE AGREEMENT BY AND AMONG THOMAS J. CORNEY AND TC FAMILY 2023 LLC, AS SELLERS, AND DDI ACQUISITION LLC, AS BUYER Dated as of October 26, 2023Stock Purchase Agreement • October 30th, 2023 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
Contract Type FiledOctober 30th, 2023 Company Industry JurisdictionThis STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the 26th day of October 2023, is entered into by and among Thomas J. Corney, an individual residing in the State of Florida (“Corney”), TC Family 2023 LLC, a Nevada limited liability company (the “LLC” and, together with Corney, the “Sellers” and each, individually, a “Seller”), and DDI Acquisition LLC, a Delaware limited liability company (“Buyer”).
Management Services AgreementManagement Services Agreement • March 28th, 2012 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
Contract Type FiledMarch 28th, 2012 Company Industry JurisdictionThis Management Services Agreement (this “Agreement”) is entered between 1347 Advisors LLC, a Delaware limited liability company (“1347 Advisors”), and United Insurance Management, L.C., a Florida limited liability company (“UIM”), and is effective August 29, 2011 (the “Effective Date”).
KINGSWAY AMERICA INC. Itasca, Illinois 60143 December 7, 2016Kingsway Financial Services Inc • December 9th, 2016 • Fire, marine & casualty insurance
Company FiledDecember 9th, 2016 IndustryThis letter is being delivered in connection with the purchase from Kingsway America Inc. (“Seller”) by Ballantyne Strong, Inc. (“Purchaser”) of 100,000 shares of common stock, par value $0.001 (the “Securities”), of 1347 Property Insurance Holdings, Inc. (the “Company”) at a purchase price of $7.57 per share.
COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • June 17th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Contract Type FiledJune 17th, 2013 Company Industry JurisdictionThis Common Stock Warrant Agreement (this “Agreement”), dated as of [__], between Kingsway Financial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”) and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
COMMON STOCK WARRANT AGREEMENTKingsway Financial Services • June 17th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Contract Type FiledJune 17th, 2013 Company Industry JurisdictionFinancial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”) and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively in such capacity, together with any successor appointed pursuant to the terms of this Agreement, the “Warrant Agent”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 20th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York
Contract Type FiledJuly 20th, 2016 Company Industry JurisdictionThis Management Services Agreement (this “Agreement”) is entered into as of July 14, 2016 by and between TRT LeaseCo, LLC, a Delaware limited liability (the “Company”) and DGI-BNSF Corp., a Delaware corporation (the “Service Provider”). The Company and the Service Provider are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
SHARE SALE AGREEMENTShare Sale Agreement • August 6th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
Contract Type FiledAugust 6th, 2013 Company Industry JurisdictionThis SHARE SALE AGREEMENT (this “Agreement”) is made as of August 1, 2013, by and between Kingsway America Inc., a Delaware corporation with an address at 150 Pierce Road, 6th Floor, Itasca, Illinois 60143 (“Seller”) and Atlas Financial Holdings, Inc., a Cayman corporation with an address at 150 Northwest Point Blvd., Elk Grove Village, Illinois 60007 (“Purchaser”).
ACADIA ACQUISITION PARTNERS, L.P. AGREEMENT OF LIMITED PARTNERSHIP Dated as of March 30, 2011Kingsway Financial Services Inc • March 28th, 2012 • Fire, marine & casualty insurance • Delaware
Company FiledMarch 28th, 2012 Industry JurisdictionTHIS AGREEMENT OF LIMITED PARTNERSHIP is dated and effective as of March 30, 2011, among Acadia GP, LLC, a Delaware limited liability company (in its capacity as a general partner of the Partnership) (the “General Partner”), and the Limited Partners (as defined below), as amended from time to time.
EXHIBIT 10.6Credit Amending Agreement • February 18th, 2003 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario
Contract Type FiledFebruary 18th, 2003 Company Industry Jurisdiction
STOCK OPTION AGREEMENTStock Option Agreement • February 18th, 2009 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
Contract Type FiledFebruary 18th, 2009 Company IndustryTHIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of January 7, 2009, by and among Stilwell Value Partners III, L.P. ("SVP III"), and Stilwell Associates, L.P. ("Associates" and, together with SVP III, "SVP") each a Delaware limited partnership with offices at 26 Broadway, 23rd floor, New York, New York 10004, and Larry G. Swets, residing at 306 N. Maple, Itasca IL 60143 (the "Optionee").
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • November 16th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
Contract Type FiledNovember 16th, 2016 Company Industry JurisdictionTHIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of November 16, 2016 by and between W.H.I. Growth Fund Q.P., L.P., an Illinois limited partnership (“Investor”), and Kingsway Financial Services Inc., an Ontario corporation (the “Company”).
EMPLOYMENT SEPARATION AGREEMENT AND RELEASEEmployment Separation Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
Contract Type FiledSeptember 10th, 2018 Company Industry JurisdictionThis Employment Separation Agreement and Release (the “Agreement”) is entered into as of September 5, 2018 by and between Kingsway America Inc. (“Employer”) and Larry Gene Swets, Jr. (“Employee”) (together the “Parties”) and the Parties hereby agree as follows:
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 29th, 2024 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois
Contract Type FiledMay 29th, 2024 Company Industry JurisdictionThis Third Amendment to Loan and Security Agreement (this “Third Amendment”) is made and entered into as of May 24, 2024, by and among CIBC Bank USA, with an office located at 120 South LaSalle Street, Chicago, Illinois 60603 (“Lender”), Kingsway Warranty Holdings LLC, a Delaware limited liability company (“KWH”), Trinity Warranty Solutions LLC, a Delaware limited liability company (“Trinity”), Geminus Holding Company, Inc., a Delaware corporation (“Geminus”), IWS Acquisition Corporation, a Florida corporation (“IWS”), and PWI Holdings, Inc., a Pennsylvania corporation (“PWI Holdings”) (KWH, Trinity, Geminus, IWS and PWI Holdings are collectively referred to herein as “Borrowers” and individually as a “Borrower”), and the other Loan Parties party hereto.
ASSET PURCHASE AGREEMENT BY AND AMONG PEGASUS ACQUIRER LLC, AS BUYER, SECURE NURSING SERVICE, INC., AS SELLER AND RAFAEL GOFMAN, ELLA GOFMAN AND ZHANNA WEISS, AS THE SHAREHOLDERS Dated as of November 18, 2022Asset Purchase Agreement • November 21st, 2022 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
Contract Type FiledNovember 21st, 2022 Company Industry JurisdictionThis ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 18, 2022, is entered into by and among Pegasus Acquirer LLC, a Delaware limited liability company (“Buyer”), Secure Nursing Service, Inc., a California corporation (“Seller” or the “Company”), Rafael Gofman, an individual resident of the State of California (“Gofman”), Ella Gofman, an individual resident of the State of California (“Ella”), and Zhanna Weiss, an individual resident of the State of California (“Weiss” and, collectively with Gofman and Ella, the “Shareholders” and each, individually, a “Shareholder”).
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • February 14th, 2019 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
Contract Type FiledFebruary 14th, 2019 Company Industry
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING STATEMENTTrust, Security Agreement • August 4th, 2016 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Texas
Contract Type FiledAugust 4th, 2016 Company Industry JurisdictionThis Deed of Trust is also a Security Agreement and financing statement under the Uniform Commercial Code of the State of Texas and in compliance therewith the following information is set forth:
STOCK PURCHASE AGREEMENT by and between NATIONAL GENERAL HOLDINGS CORP., as Buyer, and KINGSWAY AMERICA INC. and MENDOTA INSURANCE COMPANY, as Sellers Dated April 1, 2015Stock Purchase Agreement • April 7th, 2015 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Delaware
Contract Type FiledApril 7th, 2015 Company Industry JurisdictionThis Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 1, 2015, by and between National General Holdings Corp., a Delaware corporation (“Buyer”), Kingsway America Inc., a Delaware corporation (“KAI”), and Mendota Insurance Company, a Minnesota corporation (“Mendota” and, together with KAI, the “Sellers”). Buyer and Sellers are referred to collectively herein as the “Parties” and each individually as a “Party”.