EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CI SELL CARS, INC., STRATEGY HOLDING COMPANY LIMITED. AND THE STOCKHOLDERS OF STRATEGY INSURANCE LIMITED This Agreement and Plan of Reorganization ("Agreement") is entered into this 24th day...Agreement and Plan of Reorganization • July 29th, 2004 • Ci Sell Cars Inc • Retail-auto dealers & gasoline stations • Texas
GUARANTYGuaranty • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • New York
EXHIBIT 99.1 STRATEGY INTERNATIONAL INSURANCE GROUP, INC. STRATEGY REAL ESTATE INVESTMENTS LTD. SUBSCRIPTION AGREEMENT To: Strategy International Insurance Group, Inc. Strategy Real Estate Investments Ltd. 200 Yorkland Boulevard Suite 200 Toronto,...Subscription Agreement • November 17th, 2004 • Ci Sell Cars Inc • Retail-auto dealers & gasoline stations • New York
EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November ___, 2004, by and among Strategy International Insurance Group, Inc., a Texas corporation (the "Company"), and...Registration Rights Agreement • November 17th, 2004 • Ci Sell Cars Inc • Retail-auto dealers & gasoline stations • New York
EXHIBIT 10.15 LICENCE TO OCCUPY THIS SUBLEASE made the 1st day of November, 2004, BETWEEN: RS Group of Companies, Inc. (the "Sublandlord") AND Strategy Insurance (Canada) Limited (the "Subtenant") WHEREAS: 1. RS Group of Companies, Inc. has leased a...Sublease Agreement • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance
Exhibit 10.8 THIS AGREEMENT is made as of this 1st day of January 2005, BETWEEN: Strategy International Insurance Group, Inc., a corporation incorporated under the laws of Texas (the "Corporation") - and - Stephen Stonhill, of Ontario (the "Employee")...Employment Agreement • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • Ontario
STRATEGY INSURANCE LIMITED as Lender LOAN AGREEMENT CLYDE&CO Ref: AH/DGW/0500093Loan Agreement • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • England
EXHIBIT 99.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • November 17th, 2004 • Ci Sell Cars Inc • Retail-auto dealers & gasoline stations • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CI SELL CARS, INC., STRATEGY HOLDING COMPANY LIMITED. AND THE STOCKHOLDERS OF STRATEGY INSURANCE LIMITED This Agreement and Plan of Reorganization ("Agreement") is entered into this 24th day of May...Reorganization Agreement • June 1st, 2004 • Ci Sell Cars Inc • Retail-auto dealers & gasoline stations
REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT, dated as of , 2003 by and between CI Sell Cars, Inc., a Texas corporation (the "Company"), and the person whose name appears on the signature page attached...Registration Rights Agreement • September 5th, 2003 • Ci Sell Cars Inc • Retail-auto dealers & gasoline stations • Texas
ANDShareholder Agreements • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance
Debt Settlement Agreement THIS DEBT SETTLEMENT AGREEMENT made the 15th day of December, 2004 B E T W E E N: STRATEGY INTERNATIONAL INSURANCE GROUP, INC., (the "Corporation") a company incorporated under the laws of the State of Texas OF THE FIRST PART...Debt Settlement Agreement • January 3rd, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • Ontario
July 27, 2005 RS Group of Companies, Inc. 200 Yorkland Blvd., Suite 200 Toronto, Ontario, M2J5C1 Gentlemen: Reference is made to that certain letter agreement dated as of May 25, 2005 (the "Letter Agreement"), by and between Strategy International...Exclusivity Agreement • August 2nd, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance
Reference is made to that certain letter agreement dated as of May 25, 2005 (the "Letter Agreement"), by and between Strategy International Insurance Group, Inc., a Texas corporation ("Strategy"), and RS Group of Companies, Inc., a Florida corporation ("RS"), with respect to a possible Transaction. Capitalized terms used in this letter without definition, shall have the same meanings herein as are given to those terms in the Letter Agreement.
and - Hugh Forrest (the "Employee")Employment Agreement • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • Ontario
Exhibit 10.12 REDEEMABLE PREFERENCE SHARE SUBSCRIPTION AGREEMENT THIS REDEEMABLE SHARE SUBSCRIPTION AGREEMENT is made as of the 6th day of February 2004 (the "Agreement"). BETWEEN: STRATEGY HOLDING COMPANY LIMITED an exempt insurance holding company...Redeemable Preference Share Subscription Agreement • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance
ContractCommon Stock Purchase Warrant • December 20th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER SECURITIES LAWS, STATE OR FEDERAL. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STRATEGY INTERNATIONAL INSURANCE GROUP, INC. (THE “COMPANY”) IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Letterhead of Strategy International Insurance Group, Inc.]Investment Agreement • October 28th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance
This Agreement (this “Agreement”) shall set forth the terms and conditions under which Strategy International Insurance Group, Inc. (“SG”) and Grupo Lakas S.A. (“Grupo Lakas”) will enter into a business relationship, which terms and conditions are as follows.
GRAPHIC] INTERNATIONAL INSURANCE GROUP, INC.Merger Agreement • January 25th, 2006 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance
SECURITY AGREEMENTSecurity Agreement • December 20th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • New York
SECURITY AGREEMENT, dated as of December 14, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),] by and among Grupo Lakas S.A., a Panamanian corporation (the “Grantor”), Panama Peat S.A., a Panamanian corporation (“PP”), Changuinola S.A., a Panamanian corporation (“Changuinola” and together with PP, the (“Issuers”), and Strategy Holdings Company, Ltd, a Barbados company (the “Company” and the same shall include any assignee of the Note and this Agreement), in connection with that certain Master Investment Agreement, dated as of December 14, 2005, among the Grantor, the Issuers and the Company (the “Investment Agreement”) and that certain Promissory Note of even date herewith, between the Grantor and the Company (as amended, restated, supplemented or otherwise modified from time to time, the “Note”).
Exhibit 10.14 REDEEMABLE REFERENCE SHARE SUBSCRIPTION AGREEMENT THIS REDEEMABLE SHARE SUBSCRIPTION AGREEMENT is made as of the 6th day of February 2004 (the "Agreement"). BETWEEN: GARADAN INC. an international business company established under the...Redeemable Reference Share Subscription Agreement • September 16th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance
MASTER INVESTMENT AGREEMENTMaster Investment Agreement • December 20th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2005 • Strategy International Insurance Group Inc • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December 14, 2005 (the “Agreement”), between Strategy International Insurance Group, Inc., a Texas corporation (the “Company”), and Grupo Lakas S.A., a Panamanian corporation (the “Shareholder”).
