Atlas Financial Holdings, Inc. Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 11th, 2015 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

This LOAN AND SECURITY AGREEMENT dated as of March 9, 2015 (the “Agreement”), is executed by and between AMERICAN INSURANCE ACQUISITION INC., a Delaware corporation (the “Borrower”), which has its chief executive office located at 150 Northwest Point Blvd., 3rd Floor, Elk Grove Village, Illinois 60007 and FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), whose address is 1701 Golf Road, Suite 900, Rolling Meadows, Illinois 60008.

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Execution Version $25,000,000 Atlas Financial Holdings, Inc. 6.625% Senior Unsecured Notes due 2022 Underwriting Agreement April 21, 2017 Sandler O’Neill & Partners, L.P. as Representative of the several Underwriters named in Schedule I hereto, c/o...
Underwriting Agreement • April 27th, 2017 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • New York
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Restricted Stock Agreement under the Atlas Financial Holdings, Inc.
Restricted Stock Agreement • March 4th, 2014 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

This Agreement (the “Agreement”) evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Atlas Financial Holdings, Inc., a Cayman Islands corporation (the “Company”), granted to you, _______________________, effective as of ____________ (the “Grant Date”), pursuant to the Atlas Financial Holdings, Inc. 2013 Equity Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.

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2,000,000 Shares Atlas Financial Holdings, Inc. Ordinary Shares $0.003 par value per share Underwriting Agreement
Underwriting Agreement • May 22nd, 2014 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • New York

Atlas Financial Holdings, Inc., a Cayman Islands corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative” or “you”), 2,000,000 shares (the “Firm Shares”), of the Company’s ordinary shares, par value $0.003 per share (the “Ordinary Shares”), subject to the terms and conditions stated herein. In addition, the Company proposes to sell to the Underwriters, at the election of the Underwriters, up to an aggregate of 300,000 additional Ordinary Shares subject to the terms and conditions stated herein (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

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LOAN AND SECURITY AGREEMENT
Loan Agreement • August 5th, 2014 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

This LOAN AND SECURITY AGREEMENT dated as of May 7, 2014 (the “Agreement”), is executed by and between AMERICAN INSURANCE ACQUISITION INC., a Delaware corporation (the “Borrower”), which has its chief executive office located at 150 Northwest Point Blvd., 3rd Floor, Elk Grove Village, Illinois 60007 and FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), whose address is 1701 Gold Road, Suite 900, Rolling Meadows, Illinois 60008.

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PROGRAM MANAGER AGREEMENT
Program Manager Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

This Program Manager Agreement, based upon good and valuable consideration, dated the first day of January, 2011, and all Endorsements attached hereto and incorporated herein (the "Agreement") is between Kingsway America Inc. and its wholly owned subsidiary· Universal Casualty Company, located at 150 Northwest Point Boulevard, Elk Grove Village, IL 60007 ("Manager"), and American Service Insurance Company, Inc. (hereafter "Company"), located at 150 Northwest Point Boulevard, Elk Grove Village, IL 60007.

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SALE AGREEMENT
Sale Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

THIS SALE AGREEMENT (this "Agreement") is made as of April 5, 2012 (the "Effective Date") by and between American Service Insurance Company, Inc., an Illinois corporation (the "Seller") and 150 Northwest Point LLC, a Delaware limited liability company (the "Purchaser").

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4,125,000 Shares Atlas Financial Holdings, Inc. Ordinary Shares $0.003 par value per share Underwriting Agreement
Underwriting Agreement • February 15th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • New York

Atlas Financial Holdings, Inc., a Cayman Islands corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O'Neill & Partners, L.P. is acting as representative in the United States (the “U.S. Representative”) and Canaccord Genuity Corp. is acting as representative in Canada (the “Canadian Representative” and, together with the U.S. Representative, the “Representatives”), 1,500,000 ordinary shares, par value $0.003 per share (“Ordinary Shares”), of the Company, and the persons listed in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 2,625,000 restricted voting common shares, par value $0.003 per share (“Restricted Voting Shares”), of the Company, which, upon the disposition of such Restricted Voting Shares pursuant hereto will automatically convert into 2,625,000 Ordinary Shares (such aggregate of 4,125,000 Ordinary Shares, the “Firm Shares”), in each

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TRANSITION SERVICES AGREEMENT KINGSWAY FINANCIAL SERVICES INC. and AMERICAN INSURANCE ACQUISITION INC. December 31, 2010
Transition Services Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois
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LEASE AGREEMENT
Lease Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

THIS LEASE AGREEMENT (the "Lease") is made and entered into this 22nd of May, 2012 (the "Effective Date"), between 150 Northwest Point LLC, a Delaware limited liability company ("Landlord"), and American Service Insurance Company, Inc., an Illinois corporation ("Tenant").

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ADOPTION AGREEMENT PROFIT SHARING/401(K) PLAN
Adoption Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance
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SHARE SALE AGREEMENT
Share Sale Agreement • August 2nd, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

This 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”).

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SECOND AMENDMENT TO SALE AGREEMENT
Sale Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

This Second Amendment to Sale Agreement (this "Amendment") is made as of the 11th day of May, 2012, by and between 150 NORTHWEST POINT LLC, a Delaware limited liability company ("Purchaser"), and AMERICAN SERVICE INSURANCE COMPANY, INC., an Illinois corporation ("Seller").

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ATLAS FINANCIAL HOLDINGS, INC.
Employment Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

This Agreement (the “Agreement”) constitutes the terms of employment between [NAME] (the “Executive”) and Atlas Financial Holdings, Inc. and/or one of its subsidiaries (“Company”). This Agreement applies to the period of employment from January 1, 2011 through December 31, 2012 (the “Initial Period”) and to the period commencing on January 1, 2013 (the “Subsequent Period”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 24, 2012 (the “Date of this Agreement”), is made by and among , Hendricks Holding Company, Inc., a Wisconsin corporation (“Seller”), and Atlas Financial Holdings, Inc., a Cayman Islands company (“Buyer”). Buyer and Seller are sometimes referred to herein as the “Parties” and each, individually, as a “Party”.

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FIRST AMENDMENT TO SALE AGREEMENT
Sale Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

This First Amendment to Sale Agreement (this “Amendment") is made as of the 7th day of May, 2012, between 150 NORTHWEST POINT LLC, a Delaware limited liability company ("Purchaser"), and AMERICAN SERVICE INSURANCE COMPANY, INC., an Illinois corporation (''Seller'').

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LEASE AGREEMENT
Lease Agreement • January 18th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

THIS LEASE AGREEMENT (the “Lease”) is made and entered into this 31st day of December, 2010, between AMERICAN SERVICE INSURANCE COMPANY, INC. (“Landlord”) and UNIVERSAL CASUALTY COMPANY (“Tenant”).

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Certain portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K
Convertible Senior Secured Delayed-Draw Credit Agreement • November 3rd, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

AMENDMENT NO. 5, dated as of October 31, 2022, to CONVERTIBLE SENIOR SECURED DELAYED-DRAW CREDIT AGREEMENT (as amended by Amendment No. 1 thereto, dated as of February 2, 2022, Amendment No. 2 thereto, dated as of March 25, 2022, Amendment No. 3 thereto, dated as of June 9, 2022, and Amendment No. 4 thereto, dated as of September 6, 2022, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Atlas Financial Holdings, Inc., American Insurance Acquisition Inc., Anchor Group Management Inc. (“AGMI”), Anchor Holdings Group, Inc, optOn Digital IP Inc., optOn Insurance Agency Inc., Plainview Premium Finance Company, Inc., jointly and severally (collectively, the “Credit Parties”), the Lenders (as defined therein), and Sheridan Road Partners, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 13th, 2019 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Ohio

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 10, 2019 among ATLAS FINANCIAL HOLDINGS, INC., a Cayman Islands corporation (the “Company”), and GREAT AMERICAN INSURANCE COMPANY, an Ohio corporation (the “Investor”).

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Certain portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K
Convertible Senior Secured Delayed-Draw Credit Agreement • February 13th, 2023 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

AMENDMENT NO. 7, dated as of February 8, 2023, to Convertible Senior Secured Delayed-Draw Credit Agreement (as amended by Amendment No. 1 thereto, dated as of February 2, 2022, Amendment No. 2 thereto, dated as of March 25, 2022, Amendment No. 3 thereto, dated as of June 9, 2022, Amendment No. 4 thereto, dated as of September 6, 2022, Amendment No. 5 thereto, dated as of October 31, 2022, and Amendment No. 6 thereto, dated as of December 29, 2022, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Atlas Financial Holdings, Inc., American Insurance Acquisition Inc., Anchor Group Management Inc. (“AGMI”), Anchor Holdings Group, Inc., optOn Digital IP Inc., optOn Insurance Agency Inc., Plainview Premium Finance Company, Inc., jointly and severally (collectively, the “Credit Parties”), the Lenders (as defined therein), and Sheridan Road Partners, LLC, as administrative agent for the Lenders (in such capacity, the “Ad

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EAST\188463001.2 Certain Portions of this Exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. CONFIDENTIAL – SUBJECT TO FRE 408 AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This amendment, dated as of...
Restructuring Support Agreement • March 1st, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance
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Atlas financial holdings, inc.
Incentive Plan Agreement • October 11th, 2019 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

This Agreement (the “Agreement”) constitutes the terms of a near-term incentive plan between _________________ (the “Executive”) and Anchor Group Management, Inc. (“AGMI”) a wholly owned indirect subsidiary of Atlas Financial Holdings, Inc. (“Atlas”). This Agreement applies to the period of employment from September 15, 2019 through December 31, 2020. The terms of this agreement are intended to provide incentives aligned with Atlas’ current business activities, challenges and retention objectives.

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COLLATERAL ACCEPTANCE AGREEMENT Effective as of December 31, 2023
Collateral Acceptance Agreement • January 31st, 2024 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • New York

Collateral Acceptance Agreement, effective as of December 31, 2023, by and among American Insurance Acquisition Inc., a Delaware corporation (“AIAI”), Atlas Financial Holdings, Inc., a Cayman Islands exempted company limited by shares (“AFHI”), and STAT Risk Management, Inc., a Delaware corporation (“SRMI”), and Sheridan Road Partners, LLC, a Delaware limited liability company solely in its capacity as Administrative Agent under the Credit Documents, as hereinafter defined (the “Administrative Agent”).

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Certain Portions of this Exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Term Loan Commitment
Term Loan Commitment • August 12th, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance
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AMENDED AND RESTATED OPTION AGREEMENT
Option Agreement • November 27th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

THIS AMENDED AND RESTATED OPTION AGREEMENT (this “Agreement”) is hereby entered into this the 26th day of November 2013 by and among Atlas Financial Holdings, Inc. (the “Corporation ”) and Jordan Kupinsky (hereinafter, the “Optionee” and, together with the Corporation , the “Parties”).

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SECOND SUPPLEMENTAL INDENTURE between ATLAS FINANCIAL HOLDINGS, INC., as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027 Dated as of April 14, 2022
Supplemental Indenture • April 20th, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • New York
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Exhibit (a)(1)(e) Lock-up Agreement [Name and Address of Warrantholder]
Lock-Up Agreement • April 15th, 2013 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

The undersigned acknowledges receipt of the Corporation's Offer to Purchase, accompanying Issuer Bid Circular and the related Letter of Transmittal and Notice of Guaranteed Delivery dated April 12, 2013 with respect of all of the issued and outstanding ordinary share purchase warrants of the Corporation. Capitalized terms used but not defined in this letter agreement (“Lock-Up Agreement”) have the meanings ascribed to them in the Offer to Purchase.

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MODIFICATION OF LOAN DOCUMENTS
Modification of Loan Documents • May 10th, 2016 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Illinois

THIS MODIFICATION OF LOAN DOCUMENTS (as amended, restated or replaced from time to time, this “Agreement”) is made as of the __ day of _____, 2016 by and between AMERICAN INSURANCE ACQUISITION INC., a Delaware corporation (the “Borrower”), which has its chief executive office located at 150 Northwest Point Blvd., 3rd Floor, Elk Grove Village, Illinois 60007 and FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”), whose address is 1701 Golf Road, Suite 900, Rolling Meadows, Illinois 60008.

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Certain portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
Convertible Senior Secured Delayed-Draw Credit Agreement • March 31st, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

AMENDMENT NO. 2, dated as of March 25, 2022, to CONVERTIBLE SENIOR SECURED DELAYED-DRAW CREDIT AGREEMENT (as amended by Amendment No. 1 thereto, dated as of February 2, 2022 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Atlas Financial Holdings, Inc., American Insurance Acquisition Inc., Anchor Group Management Inc., Anchor Holdings Group, Inc, optOn Digital IP Inc., optOn Insurance Agency Inc., Plainview Premium Finance Company, Inc., jointly and severally (collectively, the “Credit Parties”), the Lenders (defined below) party hereto, and Sheridan Road Partners, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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Conyers Dill & Pearman LLP has been registered, and operating, as a Cayman Islands limited liability partnership since 1 June 2021 following the conversion of the Cayman Islands firm of Conyers Dill & Pearman to a limited liability partnership on that...
Legal Counsel Agreement • April 22nd, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance
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Certain portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
Convertible Senior Secured Delayed-Draw Credit Agreement • March 31st, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

AMENDMENT NO. 1, dated as of February 2, 2022, to Convertible Senior Secured Delayed-Draw Credit Agreement, dated as of September 1, 2021 (as amended and supplemented from time to time, the “Credit Agreement”), by and among Atlas Financial Holdings, Inc., American Insurance Acquisition Inc., Anchor Group Management Inc., Anchor Holdings Group, Inc, optOn Digital IP Inc., optOn Insurance Agency Inc., Plainview Premium Finance Company, Inc., jointly and severally, the Lenders party thereto from time to time, and Sheridan Road Partners, LLC, as Administrative Agent.

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Certain Portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
Restructuring Support Agreement • September 1st, 2021 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • New York

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF VOTES WITH RESPECT TO A CAYMAN SCHEME OF ARRANGEMENT. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE COMPANIES ACT.

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STOCK PURCHASE AGREEMENT AMONG ATLAS FINANCIAL HOLDINGS, INC., AMERICAN INSURANCE ACQUISITION, INC., ANCHOR HOLDINGS GROUP, INC., ANCHOR GROUP MANAGEMENT INC., PLAINVIEW PREMIUM FINANCIAL COMPANY, INC., PLAINVIEW PREMIUM FINANCE COMPANY OF CALIFORNIA,...
Stock Purchase Agreement • October 21st, 2014 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • New York
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TRANSACTION AGREEMENT
Transaction Agreement • June 13th, 2019 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance • Ohio

THIS TRANSACTION AGREEMENT (this “Agreement”) is entered into effective as of June 10, 2019 (the “Effective Date”) by and among National Interstate Insurance Company, an Ohio corporation (“NATL”); American Financial Group, Inc., an Ohio corporation (“AFG”); Atlas Financial Holdings, Inc., a Cayman Islands corporation (“Atlas”); American Insurance Acquisition Inc., a Delaware corporation (“American”); and Anchor Group Management, Inc. (“AGMI” and together with Atlas, and American, “Atlas Group”).

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Certain portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K
Convertible Senior Secured Delayed-Draw Credit Agreement • September 9th, 2022 • Atlas Financial Holdings, Inc. • Fire, marine & casualty insurance

AMENDMENT NO. 4, dated as of September 6, 2022, to CONVERTIBLE SENIOR SECURED DELAYED-DRAW CREDIT AGREEMENT (as amended by Amendment No. 1 thereto, dated as of February 2, 2022, Amendment No. 2 thereto, dated as of March 25, 2022, and Amendment No. 3 thereto, dated as of June 9, 2022, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Atlas Financial Holdings, Inc., American Insurance Acquisition Inc., Anchor Group Management Inc. (“AGMI”), Anchor Holdings Group, Inc, optOn Digital IP Inc., optOn Insurance Agency Inc., Plainview Premium Finance Company, Inc., jointly and severally (collectively, the “Credit Parties”), the Lenders (as defined therein), and Sheridan Road Partners, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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