1 Exhibit 10.1 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT is made as of the ___ day of May, 1996, by and among GLOBAL REACH, LIMITED, a Bermuda company (the "Company"), and those persons listed on the Schedule of Shareholders (Schedule I)...Shareholder Agreement • November 21st, 2000 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
2 3 (ii) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and...Underwriting Agreement • December 6th, 2000 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 1 TO THE 1996 SHAREHOLDERS AGREEMENT BY AND AMONG W.P. STEWART & CO., LTD. (SUCCESSOR TO GLOBAL REACH, LIMITED) AND CERTAIN OF ITS SHAREHOLDERS This Amendment, dated as of December 29, 2000 (this "Amendment") is made by and among W.P....Shareholders Agreement • March 30th, 2001 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
ARTICLE 1Share Exchange Agreement • March 29th, 2002 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
INDEMNITY AGREEMENTIndemnity Agreement • December 6th, 2000 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies • New York
ARTICLE IPurchase Agreement • November 21st, 2000 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
INVESTMENT AGREEMENTInvestment Agreement • January 6th, 2009 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
AMENDMENT NO. 2 TO INVESTMENT AGREEMENT, dated as of December 31, 2008 (this “Amendment”), among ARROW OFFSHORE, LTD, a Cayman Islands exempted company (“Arrow Offshore”), ARROW PARTNERS LP, a Delaware limited partnership (“Arrow Partners”), ARROW SELECT LP, a Delaware limited partnership (“Arrow Select”), ARROW OPPORTUNITIES I, LLC, a Delaware limited liability company (“Arrow Opportunities Delaware”), ARROW OPPORTUNITIES I, LTD., a Cayman Islands exempted company (“Arrow Opportunities Cayman” and collectively with Arrow Offshore, Arrow Partners, Arrow Select and Arrow Opportunities Delaware, the “Purchasers”) and W.P. STEWART & CO., LTD., a Bermuda exempted Company (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 20, 2008, by and among W.P. Stewart & Co., Ltd., a Bermuda exempted company (“WPS”), and the Arrow Offshore, Ltd, a Cayman Islands exempted company (“Arrow Offshore”), Arrow Partners LP, a Delaware limited partnership (“Arrow Partners”), and Arrow Masters LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement (as defined in the recitals below).
JOINDER AGREEMENTJoinder Agreement • July 7th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
This Joinder Agreement (“Agreement”) is made effective July 7, 2008, by and among W.P. STEWART & CO., LTD., a Bermuda exempted company (the “Company”), ARROW OFFSHORE, LTD, a Cayman Islands exempted company (“Arrow Offshore”), ARROW PARTNERS LP, a Delaware limited partnership (“Arrow Partners”), ARROW MASTERS LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, the “Original Investors”), and ARROW OPPORTUNITIES I, LLC, a Delaware limited liability company (“Arrow Opportunities Delaware”) and ARROW OPPORTUNITIES I, LTD., a Cayman Islands exempted company (“Arrow Opportunities Cayman” and collectively with the Original Investors, the “Investors”).
Exhibit 4.10 DEFERRED SHARE EXCHANGE AGREEMENT DEFERRED SHARE EXCHANGE AGREEMENT, dated as of November 14, 2001 by and among W.P. Stewart & Co. Ltd., a Bermuda company ("WPS Ltd."), W.P. Stewart Asset Management (Europe), Ltd., a Bermuda company...Deferred Share Exchange Agreement • March 29th, 2002 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
JOINDER AGREEMENTJoinder Agreement • July 7th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
This Joinder Agreement (“Agreement”) is made effective July 7, 2008, by and among W.P. STEWART & CO., LTD., a Bermuda exempted company (the “Company”), ARROW OFFSHORE, LTD, a Cayman Islands exempted company (“Arrow Offshore”), ARROW PARTNERS LP, a Delaware limited partnership (“Arrow Partners”), ARROW MASTERS LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, the “Original Investors”), and ARROW OPPORTUNITIES I, LLC, a Delaware limited liability company (“Arrow Opportunities Delaware”) and ARROW OPPORTUNITIES I, LTD., a Cayman Islands exempted company (“Arrow Opportunities Cayman” and collectively with the Original Investors, the “Investors”).
JOINDER AND AMENDMENT NO. 1 TOInvestment Agreement • July 7th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
JOINDER AND AMENDMENT NO. 1 TO INVESTMENT AGREEMENT, dated as of July 7, 2008 (this “Amendment”), among ARROW OFFSHORE, LTD, a Cayman Islands exempted company (“Arrow Offshore”), ARROW PARTNERS LP, a Delaware limited partnership (“Arrow Partners”), and ARROW MASTERS LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, the “Original Purchasers”), and ARROW OPPORTUNITIES I, LLC, a Delaware limited liability company (“Arrow Opportunities Delaware”), ARROW OPPORTUNITIES I, LTD., a Cayman Islands exempted company (“Arrow Opportunities Cayman” and collectively with Arrow Opportunities Delaware and the Original Purchasers, the “Purchasers”) and W.P. STEWART & CO., LTD., a Bermuda exempted Company (the “Company”). Arrow Opportunities Delaware and Arrow Opportunities Cayman are hereinafter together referred to as the “Arrow Opportunities Funds” or singly as an “Arrow Opportunities Fund”.
INVESTMENT AGREEMENT between ARROW MASTERS LP, ARROW PARTNERS LP and ARROW OFFSHORE, LTD. and W.P. STEWART & CO., LTD. Dated as of May 20, 2008Investment Agreement • May 29th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies • New York
INVESTMENT AGREEMENT, dated as of May 20, 2008 (this “Agreement”), between ARROW OFFSHORE, LTD, a Cayman Islands exempted company (“Arrow Offshore”), ARROW PARTNERS LP, a Delaware limited partnership (“Arrow Partners”), and ARROW MASTERS LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, “Purchasers”), and W.P. STEWART & CO., LTD., a Bermuda exempted Company (the “Company”).
JOINDER AND AMENDMENT NO. 1 TO INVESTMENT AGREEMENTInvestment Agreement • July 7th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies
JOINDER AND AMENDMENT NO. 1 TO INVESTMENT AGREEMENT, dated as of July 7, 2008 (this “Amendment”), among ARROW OFFSHORE, LTD, a Cayman Islands exempted company (“Arrow Offshore”), ARROW PARTNERS LP, a Delaware limited partnership (“Arrow Partners”), and ARROW MASTERS LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, the “Original Purchasers”), and ARROW OPPORTUNITIES I, LLC, a Delaware limited liability company (“Arrow Opportunities Delaware”), ARROW OPPORTUNITIES I, LTD., a Cayman Islands exempted company (“Arrow Opportunities Cayman” and collectively with Arrow Opportunities Delaware and the Original Purchasers, the “Purchasers”) and W.P. STEWART & CO., LTD., a Bermuda exempted Company (the “Company”). Arrow Opportunities Delaware and Arrow Opportunities Cayman are hereinafter together referred to as the “Arrow Opportunities Funds” or singly as an “Arrow Opportunities Fund”.
