EXHIBIT 1.1 12,500,000 Units NORTH AMERICAN INSURANCE LEADERS, INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 4.3 CUSIP No: 65687M 11 2 Warrant No: 1 ISIN No: US65687M1128 NORTH AMERICAN INSURANCE LEADERS, INC. -------------------------------------- (Incorporated under the Laws of the State of Delaware) WARRANT TO PURCHASE SHARES OF COMMON STOCK THIS...Warrant Agreement • March 17th, 2006 • North American Insurance Leaders, Inc. • Blank checks
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below and in the Warrant Agreement (as defined below), CEDE & CO. (or registered assigns), the holder of this Certificate, is the registered holder of TWELVE MILLION FIVE HUNDRED THOUSAND (12,500,000) warrants (each, a "Warrant" and collectively, the "Warrants"), each of which entitles the Holder to purchase one (1) non-assessable share (each a "Share"), par value $0.0001 per share, of the Common Stock of NORTH AMERICAN INSURANCE LEADERS, INC. (the "Corporation"), upon surrender of this Certificate and a properly endorsed exercise form at any time up to 5:00 p.m., New York City time, on March [o], 2010 for a purchase price of $6.00 per Share.
EXHIBIT 10.8 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the [o] day of March, 2006, by and among North American Insurance Leaders, Inc., a Delaware corporation (the "Company"), and...Registration Rights Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 10.10 March ___, 2006 North American Insurance Leaders, Inc. 885 Third Avenue, 31st Floor New York, NY 10022 FORM OF SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT ----------------------------------------------------------------...Share Purchase Agreement • March 17th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 10.9 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of March ___, 2006 by and between North American Insurance Leaders, Inc., a Delaware corporation (the "Company") and JPMorgan Chase Bank, NA ("Trustee"). Capitalized...Investment Management Trust Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
Exhibit 10.11 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of January ___, 2006 ("Agreement"), by and among North American Insurance Leaders, Inc., a Delaware corporation ("Company"), the Katherine Alice Levine Trust, the Sarah F. Levine...Stock Escrow Agreement • January 4th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 4.4 FORM OF WARRANT AGREEMENT ------------------------- Agreement made as of March ___, 2006 between North American Insurance Leaders, Inc., a Delaware corporation, with offices at 885 Third Avenue, 31st Floor, New York, New York 10022...Warrant Agreement • March 17th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF NORTH AMERICAN INSURANCE LEADERS, INC. (Incorporated under the Laws of the State of Delaware)Warrant Agreement • November 25th, 2005 • North American Insurance Leaders, Inc. • Blank checks
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below and in the Warrant Agreement (as defined below), ____________________________, the holder of this Certificate is the registered holder of ____ warrants (each, a "Warrant" and collectively, the "Warrants"), each of which entitles the Holder to purchase one (1) non-assessable share (each a "Share"), par value $0.0001 per share, of the Common Stock of NORTH AMERICAN INSURANCE LEADERS, INC. (the "Corporation"), upon surrender of this Certificate and a properly endorsed exercise form at any time up to 5:00 p.m., New York City time, on _________________, 2009 for a purchase price of $6.00 per Share.
EXHIBIT 10.6 March ___, 2006 North American Insurance Leaders, Inc. 885 Third Avenue, 31st Floor New York, NY 10022 CRT Capital Group LLC 262 Harbor Drive, 3rd Floor Stamford, CT 06902 Form of Insider's Letter Agreement (Directors and Officers)...Insider's Letter Agreement • March 17th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
Exhibit 10.13 THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this "Agreement") between North American Insurance Leaders, Inc., a Delaware corporation ("Client") and Mellon Investor Services LLC, a New Jersey limited liability company ("Mellon"),...Service Agreement for Transfer Agent Services • January 4th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 10.12 FORM OF OFFICE ADMINISTRATION AGREEMENT AGREEMENT (this "Agreement") made as of March ___, 2006, between North American Insurance Leaders, Inc., a Delaware corporation (hereinafter referred to as the "Corporation"), and Ampton...Office Administration Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • February 14th, 2007 • North American Insurance Leaders, Inc. • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), date February 13, 2007, is to the Warrant Agreement, dated as of March 27, 2006 (the “Warrant Agreement”), by and between North American Insurance Leaders, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company.
FORM OF D&O RIGHT TO ACQUIRE D&O WARRANTS OF NORTH AMERICAN INSURANCE LEADERS, INC. -------------------------------------- (Incorporated under the Laws of the State of Delaware)D&o Right to Acquire D&o Warrants • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below and in the Share Purchase & Sale, D&O Rights and Company Call Right Agreement (as defined below), _________________, the holder of this Certificate, is the registered holder of ____ rights (each, a "D&O Right" and collectively, the "D&O Rights"), each of which entitles the Holder to acquire up to three (3) warrants (each, a "D&O Warrant" and collectively, the "D&O Warrants") to purchase (1) non-assessable share, par value $0.0001 per share, of the Common Stock of NORTH AMERICAN INSURANCE LEADERS, INC. (the "Corporation") at $6.00 per share.
Exhibit 10.9 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of January ___, 2006 by and between North American Insurance Leaders, Inc., a Delaware corporation (the "Company") and JPMorgan Chase Bank, NA ("Trustee"). WHEREAS, the...Investment Management Trust Agreement • January 4th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
SECURITIES PURCHASE AGREEMENT by and among DEEP SOUTH HOLDING, L.P., DAVID J. DISIERE, NORTH AMERICAN INSURANCE LEADERS, INC. and NAIL ACQUISITION CORP. I Dated as of August 10, 2007Securities Purchase Agreement • August 14th, 2007 • North American Insurance Leaders, Inc. • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of August 10, 2007 (this “Agreement”), is made and entered into by and among Deep South Holding, L.P., a Texas limited partnership (“Seller”), David J. Disiere, (“Stockholder”), North American Insurance Leaders, Inc., a Delaware corporation (“Parent”) and NAIL Acquisition Corp. I, a Delaware corporation (“Buyer”).
