TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
Trean Insurance Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), and certain stockholders of the Company named in Schedule 2-A, Schedule 2-B, Schedule 2-C and Schedule 2-D hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders named in Schedule 2-A and Schedule 2-C propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of th
AMENDED AND RESTATED CREDIT AGREEMENT among TREAN HOLDINGS LLC, as the Parent Guarantor, TREAN CORPORATION, TREAN COMPSTAR HOLDINGS LLC, and BENCHMARK ADMINISTRATORS, LLC, as the Borrower, The Other Loan Parties from Time to Time Parties Hereto, The...Credit Agreement • June 19th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2020, by and among TREAN HOLDINGS LLC, a Delaware limited liability company (“Holdings”), TREAN CORPORATION, a Minnesota corporation (“Trean”), TREAN COMPSTAR HOLDINGS LLC, a Delaware limited liability company (“Trean Compstar”) and BENCHMARK ADMINISTRATORS, LLC (“Benchmark” and together with Trean and Trean Compstar, collectively the “Borrower”), the other Loan Parties (as defined herein) from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and FIRST HORIZON BANK, in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”) and as swingline lender (the “Swingline Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 19th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Indemnification Agreement, dated as of [●], 2020 (this “Agreement”), is entered into between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among Trean Insurance Group, Inc., as Holdings and a Borrower, TREAN CORPORATION, TREAN COMPSTAR HOLDINGS LLC, and BENCHMARK ADMINISTRATORS, LLC, as the Borrower, The Other Loan Parties from Time to Time...Credit Agreement • March 26th, 2021 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
AGREEMENT AND PLAN OF MERGER by and among TREADSTONE PARENT INC., TREADSTONE MERGER SUB INC., and TREAN INSURANCE GROUP, INC. Dated as of December 15, 2022Merger Agreement • December 19th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 15, 2022, is by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), Treadstone Parent Inc., a Delaware corporation (“Parent”), and Treadstone Merger Sub Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”) and Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”). Each of Trean, BIC Holdings and Trean Holdings is referred to individually as a “Party” and collectively with the other Party as the “Parties”.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 19th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of , 2020 (this “Agreement”), by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP TH LLC (collectively, together with their respective Permitted Transferees, the “Altaris Funds”).
REORGANIZATION AGREEMENTReorganization Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
REGISTRATION RIGHTS AGREEMENT by and among TREAN INSURANCE GROUP, INC. and THE PERSONS LISTED ON SCHEDULE A HERETORegistration Rights Agreement • August 28th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 20, 2020 (this “Agreement”), is by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule A hereto (such persons, in their capacity as holders of Registrable Securities (as defined below), including any permitted transferees hereunder, the “Holders” and each a “Holder”).
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”). Each of Trean and Compstar Holding is referred to individually as a “Party” and collectively with the other Party as the “Parties”.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 4th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of May 6, 2022 (the “Effective Date”), by and among TREAN INSURANCE GROUP, INC., a Delaware corporation (“Holdings”), TREAN CORPORATION, a Minnesota corporation (“Trean”), TREAN COMPSTAR HOLDINGS LLC, a Delaware limited liability company (“Trean Compstar”), BENCHMARK ADMINISTRATORS, LLC (“BA LLC” and together with Holdings, Trean and Trean Compstar, collectively the “Borrower”), the other Loan Parties party hereto, the banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and FIRST HORIZON BANK, in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”).
AGREEMENTAgreement • June 19th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance
This Agreement (this “Agreement”), dated as of June 3, 2020, is entered into by and among Blake Enterprises I, Inc., a Delaware corporation, Blake Enterprises II, Inc., a Delaware corporation, and Blake Enterprises III, Inc., a Delaware corporation (collectively, the “Baker Entities”), Blake Baker, Compstar Holding Company LLC, a Delaware limited liability company (the “Company”), Trean Holdings LLC, a Delaware limited liability company (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”). Capitalized terms used and not defined in this Agreement shall have the respective meanings ascribed to such terms in the Company’s Limited Liability Company Agreement, dated as of April 2, 2018 (as amended) (the “LLC Agreement”).
Altaris Health Partners V, L.P. Altaris Health Partners V-A, L.P. New York, NY 10022Equity Commitment • January 19th, 2023 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance
Altaris Health Partners V, L.P., a Delaware limited partnership and Altaris Health Partners V-A, L.P., a Delaware limited partnership (the foregoing together, the “Investors”, and each of the Investors individually, an “Investor”), are pleased to offer, subject to and on the terms and conditions hereof, the Commitment (as defined below) to Treadstone Parent Inc., a Delaware corporation (“Parent”), which has been formed in connection with the entry into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Parent, Treadstone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Trean Insurance Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the Merger Agreement.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 4th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2020, by and among TREAN INSURANCE GROUP, INC., a Delaware corporation (“Holdings”), TREAN CORPORATION, a Minnesota corporation (“Trean”), TREAN COMPSTAR HOLDINGS LLC, a Delaware limited liability company (“Trean Compstar”) and BENCHMARK ADMINISTRATORS, LLC (“BA LLC” and together with Holdings, Trean and Trean Compstar, collectively the “Borrower”), the other Loan Parties (as defined herein) from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and FIRST HORIZON BANK, in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”) and as swingline lender (the “Swingline Lender”).
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 19th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of December 15, 2022 (the “Effective Date”), by and among TREAN INSURANCE GROUP, INC., a Delaware corporation (“Holdings”), TREAN CORPORATION, a Minnesota corporation (“Trean”), BENCHMARK ADMINISTRATORS, LLC (“BA LLC” and together with Holdings and Trean, collectively the “Borrower”), the other Loan Parties party hereto, the banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and FIRST HORIZON BANK, in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”).
FISCAL AGENCY AGREEMENT DATED August 24, 2022 Benchmark Insurance Company, as Issuer Up to $50,000,000 6.75% Surplus Notes due 2042Fiscal Agency Agreement • August 30th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
THIS AGREEMENT (together with the Schedules hereto and as amended or supplemented from time to time (this Agreement) is dated August 24, 2022 and made
CONTRIBUTION AGREEMENTContribution Agreement • August 28th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of July 16, 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”). Each of Trean and Compstar Holding is referred to individually as a “Party” and collectively with the other Party as the “Parties”.
TREAN INSURANCE GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of __________, ____ (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
Limited GuaranteeLimited Guarantee • January 19th, 2023 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Limited Guarantee, dated as of December 15, 2022 (this “Limited Guarantee”), is made by each of Altaris Health Partners V, L.P., a Delaware limited partnership, and Altaris Health Partners V-A, L.P., a Delaware limited partnership (each a “Guarantor” and together the “Guarantors”), in favor of Trean Insurance Group, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 19th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 15, 2022, is entered into by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, a Delaware limited liability company (“AHP-BHC”), AHP-TH LLC, a Delaware limited liability company (“AHP-TH”), ACP-BHC LLC, a Delaware limited liability company (“ACP-BHC”) and ACP-TH LLC, a Delaware limited liability company (“ACP-TH”), and Altaris Partners, LLC, a Delaware limited liability company (“Sponsor,” and collectively with AHP-BHC, AHP-TH, ACP-BHC and ACP-TH, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
TREAN INSURANCE GROUP, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of __________, ____ (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
CONTRIBUTION AGREEMENTContribution Agreement • August 28th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of July 16, 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”) and Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”). Each of Trean, BIC Holdings and Trean Holdings is referred to individually as a “Party” and collectively with the other Party as the “Parties”.
REORGANIZATION AGREEMENTReorganization Agreement • August 28th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
TERMINATION AGREEMENTTermination Agreement • August 28th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of July 16 2020, is by and among Altaris Capital Partners, LLC, a Delaware limited liability company (“Advisor”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”), Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”), and Trean Insurance Group, Inc., a Delaware corporation (“Trean Insurance Group”). The parties hereto are referred to herein as the “Parties”.
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLANMarket Stock Unit Award Agreement • May 13th, 2021 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Market Stock Unit Award Agreement (this “MSU Award Agreement”), dated as of March 26, 2021 (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
TERMINATION AGREEMENTTermination Agreement • June 19th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of ________, 2020, is by and among Altaris Capital Partners, LLC, a Delaware limited liability company (“Advisor”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”), Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”), and Trean Insurance Group, Inc., a Delaware corporation (“Trean Insurance Group”). The parties hereto are referred to herein as the “Parties”.
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLANPerformance Stock Unit Award Agreement • May 13th, 2021 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Performance Stock Unit Award Agreement (this “PSU Award Agreement”), dated as of March 26, 2021 (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
AMENDMENT NO. 1 TO AGREEMENTAmendment No. 1 to Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance
This Amendment No. 1 to Agreement (this “Amendment”), dated as of July 6, 2020, is entered into by and among Blake Baker Enterprises I, Inc., a Delaware corporation, Blake Baker Enterprises II, Inc., a Delaware corporation, and Blake Baker Enterprises III, Inc., a Delaware corporation (collectively, the “Baker Entities”), Blake Baker, Compstar Holding Company LLC, a Delaware limited liability company (the “Company”), Trean Holdings LLC, a Delaware limited liability company (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”), and amends that Agreement, dated as of June 3, 2020, by and among the Baker Entities, Trean and Trean Compstar (the “Original Agreement”). Capitalized terms used and not defined in this Amendment shall have the respective meanings ascribed to such terms in the Original Agreement.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 28th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of July 16, 2020 (this “Agreement”), by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP TH LLC (collectively, together with their respective Permitted Transferees, the “Altaris Funds”).
