LIMITED POWER OF ATTORNEYLimited Power of Attorney • August 11th, 2015 • Zyskind Barry D • Fire, marine & casualty insurance
WHEREAS, Michael Karfunkel (“Grantor”), Leah Karfunkel (“Mrs. Karfunkel”) and Barry Zyskind (“the undersigned,” and together with Mrs. Karfunkel, the “Trustees”) each is a party to a trust agreement, dated as of March 28, 2005 (the “Agreement”); and
JOINT BIDDING AGREEMENTJoint Bidding Agreement • January 10th, 2018 • Zyskind Barry D • Fire, marine & casualty insurance • Delaware
This JOINT BIDDING AGREEMENT (this “Agreement”), dated as of January 9, 2018, is made and entered by and among (i) Trident Pine Acquisition LP (“SPC”) and (ii) Barry D. Zyskind (“BZ”), George Karfunkel and Leah Karfunkel (each, including BZ, a “Stockholder” and, collectively, the “Stockholders”). Each of the foregoing parties is hereinafter referred to individually as a “Party” and, collectively, as the “Parties.”
AmTrust Financial Services, Inc. Lock-Up Agreement November 10, 2015Zyskind Barry D • November 18th, 2015 • Fire, marine & casualty insurance
The undersigned understands that you, as Manager (the “Manager”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule II to such agreement (collectively, the “Underwriters”) with AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), providing for an offering of the Common Stock (the “Common Stock”) of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the “SEC”).
MADISON DEARBORN CAPITAL PARTNERS VII-A, L.P. MADISON DEARBORN CAPITAL PARTNERS VII-C, L.P. MADISON DEARBORN CAPITAL PARTNERS VII EXECUTIVE-A, L.P. c/o Madison Dearborn PartnersZyskind Barry D • July 25th, 2018 • Fire, marine & casualty insurance • Delaware
Reference is made to the Subscription Agreement, dated as of July 23, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Subscription Agreement”) by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent” or the “Partnership”), MH JV Holdings, L.P., a Delaware limited partnership (“Investor“), K-Z Evergreen, LLC, a Delaware limited liability company (solely for purposes of Sections 2.2, 7 and 11 thereof) (“KZ LLC”) and Trident Pine Acquisition LP, a Delaware limited partnership (solely for purposes of Sections 2.2, 2.6, 7 and 11 thereof) (“Trident”) and the Agreement and Plan of Merger, dated as of March 1, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financ
March 1, 2018Zyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
LIMITED POWER OF ATTORNEYLimited Power of Attorney • June 23rd, 2016 • Zyskind Barry D • Fire, marine & casualty insurance
WHEREAS, Michael Karfunkel (“Grantor”), Leah Karfunkel (“Mrs. Karfunkel”) and Barry Zyskind (“Mr. Zyskind,” and together with Mrs. Karfunkel, the “Trustees”) each is a party to a trust agreement, dated as of March 28, 2005 (the “Trust”); and
JOINT FILING AGREEMENTJoint Filing Agreement • April 30th, 2018 • Zyskind Barry D • Fire, marine & casualty insurance
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 2nd, 2018 • Zyskind Barry D • Fire, marine & casualty insurance • Delaware
This INTERIM INVESTORS AGREEMENT (this “Agreement”), dated as of March 1, 2018, is made and entered by and among (i) Trident Pine Acquisition LP (“Trident”), (ii) K-Z Evergreen, LLC (the “K-Z LLC”), (iii) Evergreen Parent, L.P. (“Parent”), (iv) Evergreen Merger Sub, Inc. (“Merger Sub”), (v) solely for the purposes of Sections 18(a)(i), 18(a)(ii), 18(b)(ii), 18(c), 18(d) and 18(l), Barry D. Zyskind (“BZ”), George Karfunkel and Leah Karfunkel (each, including BZ, a “Stockholder” and, collectively, the “Stockholders”) and (vi) each person who may hereafter execute a counterpart to this Agreement in accordance with the terms of this Agreement (each such person, and each of Trident and K-Z LLC, an “Investor” and collectively, the “Investors”). Each of the foregoing parties is hereinafter referred to individually as a “Party” and, collectively, as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2018 • Zyskind Barry D • Fire, marine & casualty insurance • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 23, 2018, is made and entered into by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent” or the “Partnership”), Enstar Group Limited, an exempted company formed under the laws of Bermuda (“Investor”), K-Z Evergreen, LLC, a Delaware limited liability company (solely for purposes of Sections 2.1(f), 2.2, 7 and 9) (“KZ”) and Trident Pine Acquisition LP, a Delaware limited partnership (solely for purposes of Sections 2.1(f), 2.2, 7 and 9) (“Trident”, together with KZ, the “Initial Investors” and, the Initial Investors together with Parent and Investor, the “Parties”).
ROLLOVER AGREEMENTRollover Agreement • March 2nd, 2018 • Zyskind Barry D • Fire, marine & casualty insurance • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of March 1, 2018 by and between Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), and each stockholder of AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), listed on Schedule I hereto, as amended from time to time (each a “Rollover Investor,” and collectively with any additional Investor that becomes a party hereto in accordance with the terms of this Agreement, the “Rollover Investors”). Parent and the Rollover Investors are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
LIMITED POWER OF ATTORNEYLimited Power of Attorney • July 30th, 2015 • Zyskind Barry D • Fire, marine & casualty insurance
WHEREAS, Michael Karfunkel (“Grantor”), Leah Karfunkel (“Mrs. Karfunkel”) and Barry Zyskind (“the undersigned,” and together with Mrs. Karfunkel, the “Trustees”) each is a party to a trust agreement, dated as of March 28, 2005 (the “Agreement”); and
Trident Pine Acquisition LP c/o Stone Point Capital LLCZyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of March 1, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financial Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
c/o AmTrust Financial Services, Inc.Zyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of March 1, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financial Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2018 • Zyskind Barry D • Fire, marine & casualty insurance • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 23, 2018, is made and entered into by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent” or the “Partnership”), MH JV Holdings, L.P., a Delaware limited partnership (“Investor”“), K-Z Evergreen, LLC, a Delaware limited liability company (solely for purposes of Sections 2.2, 7 and 11) (“KZ”) and Trident Pine Acquisition LP, a Delaware limited partnership (solely for purposes of Sections 2.2, 2.6, 7 and 11) (“Trident”, together with KZ, the “Initial Investors” and, the Initial Investors together with Parent and Investor, the “Parties).
Trident VII, L.P. Trident VII Parallel Fund, L.P. Trident VII DE Parallel Fund, L.P. Trident VII Professionals Fund, L.P. c/o Stone Point Capital LLCZyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of March 1, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financial Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
