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 the undersigned parties listed
under "Insiders" on the signature page hereto (each, an "Insider" and
collectively, the "Insiders").
WHEREAS, the Insiders currently hold all of the issued and outstanding
securities of the Company;
WHEREAS, the Insiders and the Company desire to enter into this
Agreement to provide the Insiders with certain rights relating to the
registration of shares of Common Stock held by them;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. As used herein, the word "shares" may, as context requires, be
used in reference to units, warrants, rights, options or any other security, in
addition to Common Stock. The following capitalized terms used herein have the
following meanings:
"Agreement" means this Agreement, as amended, restated, supplemented,
or otherwise modified from time to time.
"Business Combination" means a merger, capital stock exchange, asset
acquisition, stock purchase and/or other similar transaction with one or more
insurance or insurance services businesses in North America.
"Business Day" means any day, except a Saturday, Sunday or legal
holiday on which the banking institutions in The City of New York are authorized
or obligated by law or executive order to close.
"Commission" means the Securities and Exchange Commission, or any other
federal agency then administering the Securities Act or the Exchange Act.
"Common Stock" means the common stock, par value $0.0001 per share, of
the Company.
"Company" is defined in the preamble to this Agreement.
"Demand Registration" is defined in Section 2.1.1.
"Demanding Holder" is defined in Section 2.1.1.
"D&O Warrants" means the Warrants issued upon conversion of the rights
issued by the Company to the Insiders pursuant to that certain Share Purchase
and Sale, D&O Rights and
Company Call Right Agreement, between the Company and the Insiders, dated
_________, 2006, and any shares of Common Stock issued upon the exercise
thereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.
"Form S-3" is defined in Section 2.3.
"Indemnified Party" is defined in Section 4.3.
"Indemnifying Party" is defined in Section 4.3.
"Insider" is defined in the preamble to this Agreement.
"Insider Shares" means all of the shares of Common Stock owed or held
by the Insiders immediately prior to the Company's IPO and any warrants, shares
of capital stock or other securities of the Company issued as a dividend or
other distribution with respect to or in exchange for or in replacement of such
Insider Shares.
"Insider Indemnified Party" is defined in Section 4.1.
"Registrable Securities" means (i) the Insider Shares and (ii) the D&O
Warrants; provided, however, that the Insider Shares shall only be deemed
"Registrable Securities" upon the Release Date (as defined below) and the D&O
Warrants shall only be deemed "Registrable Securities" upon the Lock-Up
Termination Date. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when: (a) a Registration Statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement; (b) such
securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration under the Securities Act; (c) such securities shall have ceased to
be outstanding, or (d) the Securities and Exchange Commission makes a definitive
determination to the Company that the Registrable Securities are salable under
Rule 144(k).
"Lock-Up Termination Date" means the later of [one year from the date
of the prospectus] or the consummation of the Company's initial Business
Combination.
"Majority-in-Interest" means the holders of the majority of the shares
of Registrable Securities.
"Maximum Number of Shares" is defined in Section 2.1.4.
"Notices" is defined in Section 6.3.
"Piggy-Back Registration" is defined in Section 2.2.1.
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"Purchase Option" means the option to purchase an aggregate of 750,000
units (each consisting of one share of common stock and one warrant) issued to
CRT Capital Group LLC or its designees in connection with the Company's initial
public offering (as transferred from time to time in accordance with its terms).
"Purchase Option Shares" means the Purchase Option, the units issuable
thereof, the Common Stock and warrants included in such units and the Common
Stock issuable upon exercise of such warrants.
"Register," "registered" and "registration" mean a registration
effected by preparing and filing a registration statement or similar document in
compliance with the requirements of the Securities Act and the applicable rules
and regulations promulgated thereunder, and such registration statement becoming
effective.
"Registration Statement" means a registration statement filed by the
Company with the Commission in compliance with the Securities Act and the rules
and regulations promulgated thereunder for a public offering and sale of Common
Stock (other than a registration statement on Form X-0, Xxxx X-0 or their
successors or any registration statement covering only securities proposed to be
issued in exchange for securities or assets of another entity).
"Release Date" means the date on which the Insider Shares are disbursed
from escrow pursuant to Section 3 of the Stock Escrow Agreement dated as of
_____________ [?], 2006 by and among the parties hereto and JPMorgan Chase Bank,
N.A.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.
"Underwriter" means CRT Capital Group LLC.
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2. REGISTRATION RIGHTS.
2.1. Demand Registration.
2.1.1. Request for Registration. At any time the D&O Rights or
Insider Shares are deemed Registrable Securities, a Majority-in-Interest may
make a written demand for registration under the Securities Act of all or part
of their Registrable Securities (a "Demand Registration"), provided that the
Company shall not be obligated to effect more than an aggregate of two (2)
Demand Registrations under this Section 2.1.1 in respect of Registrable
Securities. Any demand for a Demand Registration shall specify the number of
shares of Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof. The Company will notify all holders of Registrable
Securities of the demand within five (5) Business Days of receipt, and each
holder of Registrable Securities who wishes to include all or a portion of such
holder's Registrable Securities in the Demand Registration (each such holder
including shares of Registrable Securities in such registration, a "Demanding
Holder") shall so notify the Company within fifteen (15) days after the receipt
by the holder of the notice from the Company. Upon any such request, the
Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 2.1.4 and the provisos
set forth in Section 3.1.1.
2.1.2. Effective Registration. A registration will not count as a
Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective and the
Company has complied with all of its obligations under this Agreement with
respect thereto; provided, however, that if, after such Registration Statement
has been declared effective, the offering of Registrable Securities pursuant to
a Demand Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the Registration Statement
with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering; provided,
further, that the Company shall not be obligated to file a second Registration
Statement until a Registration Statement that has been filed is counted as a
Demand Registration or is terminated.
2.1.3. Underwritten Offering. If a Majority-in-Interest of the
Demanding Holders so elect and such Demanding Holders so advise the Company as
part of their written demand for a Demand Registration, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include
its Registrable Securities in such registration shall be conditioned upon such
holder's participation in such underwriting and the inclusion of such holder's
Registrable Securities in the underwriting to the extent provided herein. All
Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the Underwriter selected for such underwriting by a majority-in-interest of the
holders initiating the Demand Registration.
2.1.4. Reduction of Offering. If the managing Underwriter for a
Demand Registration that is to be an underwritten offering advises the Company
and the Demanding Holders in writing that the dollar amount or number of shares
of Registrable Securities which the
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Demanding Holders desire to sell, taken together with all other shares of Common
Stock of which the Company desires to sell and the Purchase Option Shares which
the holders thereof desire to sell, if any, exceeds the maximum dollar amount or
maximum number of shares that can be sold in such offering without adversely
affecting the proposed offering price, the timing, the distribution method, or
the probability of success of such offering, (such maximum dollar amount or
maximum number of shares, as applicable, the "Maximum Number of Shares"), then
the Company shall include in such registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding
Holders that want to participate in such underwritten offering (pro rata in
accordance with the number of shares that each such Person has requested be
included in such registration, regardless of the number of shares held by each
such Person (such proportion is referred to herein as "Pro Rata")) that can be
sold without exceeding the Maximum Number of Shares; (ii) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the Purchase Option Shares or other securities registrable pursuant
to the terms of the Purchase Option as to which "piggy-back" registration has
been requested by the holders thereof and the shares of Common Stock or other
securities that the Company desires to sell, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; (iii) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the shares of Common Stock or other securities for the account of
other persons that the Company is obligated to register pursuant to written
contractual piggy-back registration rights held by other stockholders of the
Company and that can be sold without exceeding the Maximum Number of Shares.
2.1.5. Withdrawal. If a Majority-in-Interest of the Demanding
Holders disapprove of the terms of any underwriting or are not entitled to
include all of their Registrable Securities in any offering, such
Majority-in-Interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the Underwriter of their
request to withdraw prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Demand Registration. If the
majority-in-interest of the Demanding Holders withdraws from a proposed offering
relating to a Demand Registration prior to effectiveness of the Registration
Statement, then such registration shall not count as a Demand Registration
provided for in Section 2.1.1.
2.2. Piggy-Back Registration.
2.2.1. Piggy-Back Rights. At any time the D&O Rights or Insider
Shares are deemed Registrable Securities, if the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of
equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, by the Company for its
own account or for shareholders of the Company for their account (or by the
Company and by shareholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company's existing
shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the
Company shall (x) give written notice of such proposed filing to the holders of
Registrable Securities as soon as practicable but in no event less than ten (10)
days before the anticipated filing date, which notice shall describe the amount
and type of securities to be included in such offering, the intended method(s)
of
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distribution, and the name of the proposed managing Underwriter, if any, of the
offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within five (5) days following
receipt of such notice (a "Piggy-Back Registration"). The Company shall cause
such Registrable Securities to be included in such registration and shall use
its commercially reasonable efforts to cause the managing Underwriter of a
proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration to be included on the same terms and
conditions as any similar securities of the Company and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that
involves an Underwriter shall enter into an underwriting agreement in customary
form with the Underwriter selected for such Piggy-Back Registration.
2.2.2. Reduction of Offering. If the managing Underwriter for a
Piggy-Back Registration that is to be an underwritten offering advises the
Company and the holders of Registrable Securities in writing that the dollar
amount or number of shares of Common Stock which the Company desires to sell,
taken together with shares of Common Stock, if any, as to which registration has
been demanded pursuant to written contractual arrangements with persons other
than the holders of Registrable Securities hereunder, the Registrable Securities
as to which registration has been requested under this Section 2.2, and the
shares of Common Stock, if any, as to which registration has been requested
pursuant to the written contractual piggy-back registration rights of other
shareholders of the Company, exceeds the Maximum Number of Shares, then the
Company shall include in any such registration,
(a) if the registration was undertaken for the Company's account
and not pursuant to the contractual "demand registration" rights of one of its
stockholders: (i) first, the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the shares of Common Stock or other
securities, if any, comprised of Registrable Securities and Purchase Option
Shares, as to which registration has been requested pursuant to the applicable
written contractual piggy-back registration rights of such security holders, Pro
Rata, that can be sold without exceeding the Maximum Number of Shares; and (iii)
third, to the extent that the Maximum Number of shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual piggy-back registration rights held by
other stockholders of the Company that can be sold without exceeding the Maximum
Number of Shares;
(b) If the registration is a "demand" registration undertaken at
the demand of holders of Purchase Option Shares pursuant to the contractual
"demand" registration rights under the Purchase Option: (i) first, the Purchase
Option Shares for the account of the demanding persons, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares; (ii) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities that the Company
desires to sell and the shares of Common Stock or other securities, if any,
comprised of Registrable Securities as to which registration has been requested
pursuant hereto, Pro Rata, that can be sold
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without exceeding the Maximum Number of Shares; (iii) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses
(i), (ii) and (iii), the shares of Common Stock or other securities for the
account of other persons that the Company is obligated to register pursuant to
written contractual piggy-back registration rights held by other stockholders of
the Company that can be sold without exceeding the Maximum Number of Shares; and
(c) If the registration is a "demand" registration undertaken at
the demand of persons other than either the holders of Registrable Securities or
of Purchase Option Shares: (i) first, the shares of Common Stock or other
securities for the account of the demanding persons that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (i),
the shares of Common Stock or other securities that the Company desires to sell
and the shares of Common Stock or other securities comprised of Registrable
Securities and Purchase Option Shares as to which registration has been
requested pursuant to the terms hereof and of the Purchase Option (as
applicable), Pro Rata, that can be sold without exceeding the Maximum Number of
Shares; and (iii) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (i) and (ii), the shares of Common
Stock or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company that can be sold without
exceeding the Maximum Number of Shares.
2.2.3. Withdrawal. Any holder of Registrable Securities may elect
to withdraw such holder's request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request
to withdraw prior to the effectiveness of the Registration Statement. The
Company may also elect to withdraw a registration statement at any time prior to
the effectiveness of the Registration Statement. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of
Registrable Securities in connection with such Piggy-Back Registration as
provided in Section 3.3.
2.3. Registrations on Form S-3. The holders of Registrable Securities
may at any time and from time to time after the Release Date, request in writing
that the Company register the resale of any or all of such Registrable
Securities on Form S-3 or any similar short-form registration which may be
available at such time ("Form S-3"); provided, however, that (a) the Company
shall not be obligated to effect such request through an underwritten offering
and (b) the Company shall not be obligated to effect such a request if the
Company has within the preceding twelve (12) month period effected two (2)
registrations on Form S-3. Upon receipt of such written request, the Company
shall promptly give written notice of the proposed registration to all other
holders of Registrable Securities, and, as soon as practicable thereafter,
effect the registration of all or such portion of such holder's or holders'
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other holder or holders
joining in such request as are specified in a written request given within
fifteen (15) Business Days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to effect
any such registration pursuant to this Section 2.3: (i) if Form S-3 is not
available for such offering; or (ii) if the holders of the Registrable
Securities, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities
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(if any) at any aggregate price to the public of less than $500,000.
Registrations effected pursuant to this Section 2.3 shall not be counted as
Demand Registrations effected pursuant to Section 2.1.
3. REGISTRATION PROCEDURES.
3.1. Filings; Information. Whenever the Company is required to effect
the registration of any Registrable Securities pursuant to Section 2, the
Company shall use its commercially reasonable efforts to effect the registration
and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in
connection with any such request:
3.1.1. Filing Registration Statement. The Company shall, as
expeditiously as practicable and in any event within sixty (60) days after
receipt of a request for a Demand Registration pursuant to Section 2.1, prepare
and file with the Commission a Registration Statement on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the sale of all Registrable Securities to
be registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its commercially reasonable efforts to cause
such Registration Statement to become and remain effective for the period
required by Section 3.1.3; provided, however, that the Company shall have the
right to defer any Demand Registration for up to thirty (30) days, and any
Piggy-Back Registration for such period as may be applicable to deferment of any
demand registration to which such Piggy-Back Registration relates, in each case,
if the President of the Company furnishes to the Demanding Holders a certificate
stating in good faith that (a) the Company expects to file a registration
statement (other than a registration statement relating to any employee benefit
plan, or a registration statement related solely to stock issued upon conversion
of debt securities) within 90 days of the Company's receipt of the request for
Demand Registration or (b) a corporate development exists or occurs that, in the
reasonable discretion of the Company, makes it appropriate to postpone or
suspend the availability of the registration statement, and is therefore
exercising its right to delay the filing of a Registration Statement during the
resulting Blackout Period (defined below) (the "Blackout Period Certificate")
within fifteen (15) Business Days after it receives the Demand Registration
request then (i) the Company shall not be required to take any action pursuant
to this Section 3.1.1 during such Blackout Period, provided that the Company is
actively employing in good faith all commercially reasonable efforts to cause
such registration statement to become effective, (ii) the Demand Registration
request shall be deemed received, for purposes of determining the availability
of registration rights of the Holders under this Section 3.1.1, when actually
received by the Company, and (iii) the Demand Registration request shall be
deemed received, for purposes of determining the timing of any obligation of the
Company under this Section 3.1.1, on the first Business Day immediately
succeeding the conclusion of such Blackout Period; provided that in the event
the Company in fact files such Registration Statement within such 90-day period,
such 90-day period shall be extended until the last day of the distribution
period of such primary offering of securities. For purposes of this Section
3.1.1, "Blackout Period" means a period not to exceed ninety (90) days beginning
on the date the Company's President furnishes to the Demanding Holders the
Blackout Period Certificate.
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3.1.2. Copies. The Company shall, prior to filing a Registration
Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration,
and such holders' legal counsel, copies of such Registration Statement as
proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents
incorporated by reference therein), the prospectus included in such Registration
Statement, and such other documents as the holders of Registrable Securities
included in such registration or legal counsel for any such holders may request
in order to facilitate the disposition of the Registrable Securities owned by
such holders.
3.1.3. Amendments and Supplements. The Company shall prepare and
file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement (which period shall not
exceed the sum of one hundred eighty (180) days plus any period during which any
such disposition is interfered with by any stop order or injunction of the
Commission or any governmental agency or court) or such securities have been
withdrawn.
3.1.4. Notification. After the filing of a Registration Statement,
the Company shall promptly, and in no event more than two (2) Business Day after
such filing, notify the holders of Registrable Securities included in such
Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2)
Business Days of the occurrence of any of the following: (i) when such
Registration Statement becomes effective; (ii) when any post-effective amendment
to such Registration Statement becomes effective; (iii) the issuance or
threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove
it if entered); and (iv) any request by the Commission for any amendment or
supplement to such Registration Statement or any prospectus relating thereto or
for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the securities covered by such
Registration Statement, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make
available to the holders of Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement
thereto, including documents incorporated by reference, the Company shall
furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies of all such
documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon.
3.1.5. State Securities Laws Compliance. The Company shall use its
commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or "blue
sky laws of such jurisdictions in the
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United States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such
other Governmental Authorities as may be necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be
necessary or advisable to enable the holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that in no event shall the
Company be required to register the Registrable Securities in a jurisdiction in
which such registration would cause the Company to be obligated to qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3.1.5 or subject itself to taxation as
a foreign corporation doing business in any such jurisdiction.
3.1.6. Agreements for Disposition. The Company shall enter into
customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the
extent applicable, shall also be made to and for the benefit of the holders of
Registrable Securities included in such registration statement. No holder of
Registrable Securities included in such registration statement shall be required
to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such holder's organization, good standing,
authority, title to Registrable Securities, lack of conflict of such sale with
such holder's material agreements and organizational documents, and with respect
to written information relating to such holder that such holder has furnished in
writing expressly for inclusion in such Registration Statement. Holders of
Registrable Securities shall agree to such covenants and indemnification and
contribution obligations for selling stockholders as are customarily contained
in agreements of that type. Further, such holders shall cooperate fully in the
preparation of the registration statement and other documents relating to any
offering in which they include securities pursuant to Section 2 hereof. Each
holder shall also furnish to the Company such information regarding itself, the
Registrable Securities held by such holder, and the intended method of
disposition of such securities as shall be reasonably required to effect the
registration of the Registrable Securities.
3.1.7. Cooperation. The principal executive officer of the
Company, the principal financial officer of the Company, the principal
accounting officer of the Company and such other officers and members of the
management of the Company as are necessary to the process shall cooperate fully
in any offering of Registrable Securities hereunder, which cooperation shall
include, without limitation, the preparation of the Registration Statement with
respect to such offering and all other offering materials and related documents,
and participation in meetings with Underwriters, attorneys, accountants and
potential Insiders.
3.1.8. Records. The Company shall make available for inspection by
the holders of Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other professional retained by any
holder of Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate documents and
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properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company's officers, directors
and employees to supply all information requested by any of them in connection
with such Registration Statement.
3.1.9. Opinions and Comfort Letters. The Company shall furnish to
each holder of Registrable Securities included in any Registration Statement a
signed counterpart, addressed to such holder, of (i) any opinion of counsel to
the Company delivered to any Underwriter and (ii) any comfort letter from the
Company's independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Company shall
furnish to each holder of Registrable Securities included in such Registration
Statement, at any time that such holder elects to use a prospectus, an opinion
of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is
in effect.
3.1.10. Earnings Statement. The Company shall comply with all
applicable rules and regulations of the Commission and the Securities Act and
make available to its shareholders, as soon as practicable, an earnings
statement covering a period of twelve (12) months, beginning within six (6)
months after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder.
3.1.11. Listing. The Company shall use its commercially reasonable
efforts to cause all Registrable Securities included in any registration to be
listed on the American Stock Exchange or listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the
Company are then listed or designated or, if no such similar securities are then
listed or designated, in a manner satisfactory to the holders of a majority of
the Registrable Securities included in such registration.
3.2. Obligation to Suspend Distribution. Upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to
Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
xxxxxxx xxxxxxx compliance program adopted by the Company's Board of Directors,
of the ability of all "insiders" covered by such program to transact in the
Company's securities because of the existence of material non-public information
and holder would be deemed an "insider" under such program, each holder of
Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such holder
receives the supplemented or amended prospectus contemplated by Section
3.1.4(iv) or the restriction on the ability of "insiders" to transact in the
Company's securities is removed or is inapplicable to such holder, as
applicable, and, if so directed by the Company, each such holder will deliver to
the Company all copies, other than permanent file copies then in such holder's
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.
3.3. Registration Expenses. The Company shall bear all customary costs
and expenses incurred in connection with any Demand Registration pursuant to
Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any
registration on Form S-3 effected pursuant to
11
Section 2.3, and all reasonable expenses incurred in performing or complying
with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation; (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or "blue
sky" laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv)
the Company's internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities as required by Section
3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
and disbursements of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company (including the
expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of
any special experts retained by the Company in connection with such registration
and [(ix) the fees and expenses of one legal counsel selected by the holders of
a majority-in-interest of the Registrable Securities included in such
registration (not to exceed, including the fees and disbursements to counsel in
clause (i) of this Section 3.3, $__________)]. The Company shall have no
obligation to pay any underwriting discounts or selling commissions or transfer
taxes, if any, attributable to the Registrable Securities being sold by the
holders thereof, which underwriting discounts or selling commissions or transfer
taxes, if any, shall be borne by such holders. Additionally, in an underwritten
offering, all selling shareholders and the Company shall bear the expenses of
the Underwriter pro rata in proportion to the respective amount of shares each
is selling in such offering. All registration expenses incurred in connection
with registrations on Form S-3 effected pursuant to Section 2.3 after the first
two (2) Demand Registrations shall be paid by the selling holders pro rata in
proportion to the numbers of shares to be sold by each such holder.
3.4. Information. The holders of Registrable Securities shall provide
such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration
Statement, including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company's obligation to comply with federal
and applicable state securities laws.
3.5. Holder Obligations. No holder of Registrable Securities may
participate in any underwritten offering pursuant to this Section 3 unless such
holder (i) agrees to sell only such holder's Registrable Securities on the basis
reasonably provided in any underwriting agreement, and (ii) completes, executes
and delivers any and all questionnaires, powers of attorney, custody agreements,
indemnities, underwriting agreements and other documents reasonably required by
or under the terms of any underwriting agreement or as reasonably requested by
the Company.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1. Indemnification by the Company. To the extent permitted by law,
the Company agrees to indemnify and hold harmless each Insider and each person,
if any, who controls an Insider and each of the other holders of Registrable
Securities (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, an "Insider Indemnified Party"), from and against
any expenses, losses, judgments, claims, damages or liabilities, whether joint
or several, caused by (i) any untrue statement (or allegedly untrue statement)
of a material fact
12
contained in any Registration Statement under which the sale of such Insider
Shares was registered under the Securities Act, including the final prospectus
contained therein or any amendments or supplements thereto or (ii) any omission
(or alleged omission) to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Company will not be liable in any such case to the extent that any such
expense, loss, claim, damage or liability caused by any untrue statement or
allegedly untrue statement or omission or alleged omission made in such
Registration Statement, final prospectus, or any such amendment or supplement,
in reliance upon and in conformity with information furnished to the Company, in
writing, by such selling holder expressly for use therein; and provided,
further, that the foregoing indemnity shall not inure to the benefit of any
holder (or to the benefit of any person controlling such holder) from whom the
person asserting such losses, claims or liabilities purchased the Registrable
Securities, if a copy of the prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was not sent
or given by or on behalf of such holder to such person, if required by law so to
have been delivered at or prior to the written confirmation of the sale of the
Registrable Securities to such person, and if the prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 3.1.3 hereof. The Company also shall indemnify any
Underwriter of the Registrable Securities and each person who controls such
Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.
4.2. Indemnification by Holders of Registrable Securities. Each selling
holder of Registrable Securities shall, in the event that any registration is
being effected under the Securities Act pursuant to this Agreement of any
Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers, each of the other holders of
Registrable Securities, each underwriter (if any) and each other person, if any,
who controls the selling holder or such underwriter within the meaning of the
Securities Act, against any losses, claims, judgments, damages or liabilities,
whether joint or several, insofar as such losses, claims, judgments, damages or
liabilities (or actions in respect thereof) caused by (i) any untrue statement
(or allegedly untrue statement) of a material fact contained in any Registration
Statement under which the sale of such Insider Shares was registered under the
Securities Act, including the final prospectus contained therein or any
amendments or supplements thereto, (ii) any omission (or alleged omission) to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or (iii) any violation or alleged violation by
the Company under the Securities Act, in each case to the extent (and only to
the extent) that such violation occurs in reliance upon and in conformity with
written information furnished by such selling holder for use in connection with
such registration; and each such selling holder shall reimburse the Company, its
directors and officers, and each such controlling person for any legal or other
expenses reasonably incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action. Each selling
holder's indemnification obligations hereunder shall be several and not joint
and shall be limited to the amount of any net proceeds (after payment of all
underwriting fees, discounts, commissions and taxes) actually received by such
selling holder from the sale of Insider Shares which gave rise to such
indemnification obligation.
13
4.3. Conduct of Indemnification Proceedings. Promptly after receipt by
any person(s) of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or
4.2, such person(s) (the "Indemnified Party") shall, if a claim in respect
thereof is to be made against any other person(s) for indemnification hereunder,
notify such other person(s) (the "Indemnifying Party") in writing of the loss,
claim, judgment, damage, liability or action; provided, however, that the
failure by the Indemnified Party to notify the Indemnifying Party shall not
relieve the Indemnifying Party from any liability which the Indemnifying Party
may have to such indemnified Party hereunder, except and solely to the extent
the Indemnifying Party is actually prejudiced by such failure. If the
Indemnified Party is seeking indemnification with respect to any claim or action
brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it
wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel reasonably satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its
election to assume control of the defense of such claim or action, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal or
other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the
Indemnifying Party are named as defendants, the Indemnified Party shall have the
right to employ separate counsel (but no more than one such separate counsel) to
represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be
sought by the Indemnified Party against the Indemnifying Party, with the fees
and expenses of such counsel to be paid by such Indemnifying Party if, based
upon the written opinion of counsel of such Indemnified Party, representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, consent to entry of judgment
or effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.
4.4. Contribution.
4.4.1. If the indemnification provided for in the foregoing
Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of
any loss, claim, damage, liability or action referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, claim, damage, liability or action in such proportion as is
appropriate to reflect the relative benefits received by the Indemnified Parties
on the one hand and the Indemnifying Parties on the other from the offering. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the Indemnified Party failed to give the
notice required under Section 4.3 above, then each Indemnifying Party shall
contribute to such amount paid or payable by such Indemnified Party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Indemnified Parties and the Indemnifying Parties in
connection with the actions or omissions which resulted in such loss, claim,
damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be
14
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Indemnified Party or
such Indemnifying Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
4.4.2. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding Section
4.4.1. The amount paid or payable by an Indemnified Party as a result of any
loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of Registrable
Securities shall be required to contribute any amount in excess of the dollar
amount of the net proceeds (after payment of all underwriting fees, discounts,
commissions and taxes) actually received by such holder from the sale of
Registrable Securities which gave rise to such contribution obligation. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
5. UNDERWRITING AND DISTRIBUTION.
5.1. Rule 144. The Company covenants that it shall file any reports
required to be filed by it under the Securities Act and the Exchange Act and
shall take such further action as the holders of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the
Securities Act, as such rules may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission.
6. MISCELLANEOUS.
6.1. Other Registration Rights. The Company represents and warrants
that, other than the rights granted in the Purchase Option, no person, other
than a holder of the Insider Shares or D&O Warrants, has any right to require
the Company to register any shares for sale or to include shares in any
registration filed by the Company for the sale of shares of its Common Stock for
its own account or for the account of any other person.
6.2. Assignment; No Third Party Beneficiaries. This Agreement and the
rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part. This Agreement and the rights,
duties and obligations of the holders of Registrable Securities hereunder may be
assigned or delegated by such holder of Registrable Securities to (i) a holder's
family member, (ii) trust for the benefit of an individual holder or its family
member or (iii) a subsidiary, parent, general partner, limited partner or member
of a Holder that is a corporation, partnership or limited liability company, in
conjunction with and to the extent of any transfer of Registrable Securities by
any such holder, in accordance with
15
applicable law. This Agreement and the provisions hereof shall be binding upon
and shall inure to the benefit of each of the parties and their respective
successors and the permitted assigns of the Insider or holder of Registrable
Securities or of any assignee of the Insider or holder of Registrable
Securities. This Agreement is not intended to confer any rights or benefits on
any persons that are not party hereto other than as expressly set forth in
Article 4 and this Section 6.2.
6.3. Notices. All notices, demands, requests, consents, approvals or
other communications (collectively, "Notices") required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in writing
and shall be personally served, delivered by reputable air courier service with
charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice. Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram,
telex or facsimile, provided that if such service or transmission is not on a
Business Day or is after normal business hours, then such notice shall be deemed
given on the next Business Day. Notice otherwise sent as provided herein shall
be deemed given on the next Business Day following timely delivery of such
notice to a reputable air courier service with an order for next-day delivery.
To the Company:
North American Insurance Leaders, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. de Jonge
with a copy to:
Shearman & Sterling LLP
000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Xxxxxx X. Xxxxxxxxx.
To an Insider, to:
the addresses listed on Exhibit A hereto.
To a holder of Purchase Option Shares:
c/o CRT Capital Group LLC
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
with a copy to:
Xxxxxxx XxXxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
16
Attn: Xxx X. Xxxxxxxxxxx
6.4. Severability. This Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.
6.5. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
6.6. Entire Agreement. This Agreement (including all agreements entered
into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.
6.7. Modifications and Amendments. No amendment modification or
termination of this Agreement shall be binding upon any party unless executed in
writing by such party,
6.8. Titles and Headings. Titles and headings of sections of this
Agreement are for convenience only and shall not affect the construction of any
provision of this Agreement.
6.9. Waivers and Extensions. Any party to this Agreement may waive any
right, breach or default which such party has the right to waive, provided that
such waiver will not be effective against the waiving party unless it is in
writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver
of any breach of any agreement or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof nor of any other agreement
or provision herein contained. No waiver or extension of time for performance of
any obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.
6.10. Remedies Cumulative. In the event that the Company fails to
observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Insider or any other holder of Registrable Securities may
proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of
any power granted in this Agreement or to enforce any other legal or equitable
right, or to take any one or more of such actions, without being required to
post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter available at law, in equity, by
statute or otherwise.
17
6.11. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
6.12. Waiver of Trial by Jury. Each party hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise)
arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Insider in the negotiation,
administration, performance or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
18
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.
NORTH AMERICAN INSURANCE LEADERS, INC.,
a Delaware Corporation
By:
-------------------------------------------
Name: Xxxxxxx X. de Jonge
Title: President
INSIDERS:
----------------------------------------------
Xxxxx X. Xxxxxx
----------------------------------------------
Xxxxxxxxx Xxxxx Xxxxxx Trust
By:
----------------------------------------------
Xxxxx X. Xxxxxx Trust
By:
----------------------------------------------
Xxxxxxx X. Xxxxxx Trust
By:
----------------------------------------------
Xxxxx X. Xxxxxx Trust
By:
REGISTRATION RIGHTS AGREEMENT
----------------------------------------------
Xxxxxxx X. de Jonge
----------------------------------------------
Xxxxxxxxx Xxxxx de Jonge Trust
By:
----------------------------------------------
Xxxxx X. Xxxxxx
----------------------------------------------
Xxxxxxx Xxxxx Xxxxxx
----------------------------------------------
Xxxx Xxxxxxx Xxxxxx
----------------------------------------------
Xxxx Xxxxxxxx Xxxxxx
----------------------------------------------
Xxxx Xxxxx Xxxxxx
----------------------------------------------
Xxxxxxxxx/Xxxxxxxxxx Revocable Trust
By:
----------------------------------------------
Xxxxxxx X. Xxxxxxxxxx 2005 Irrevocable Trust
By:
REGISTRATION RIGHTS AGREEMENT
----------------------------------------------
Xxxxxxx X. Xxxxxxxxxx 2005 Irrevocable Trust
By:
----------------------------------------------
Xxxxxxx X. Xxxxxxxxxx 2005 Irrevocable Trust
By:
----------------------------------------------
Xxxxxxx X. Xxxxxxxxxx, Xx., Trustee of
the Separate Property Portion of The
Xxxxxxxxx/Xxxxxxxxxx Revocable Trust,
dated December 15, 2003
By:
----------------------------------------------
Xxxxxxxx X. Xxxxxxxx, a Corporation
REGISTRATION RIGHTS AGREEMENT
EXHIBIT A
---------
Insider Address
------- -------
Xxxxxxxxx Xxxxx Xxxxxx Trust c/o North American Insurance Leaders, Inc.
Xxxxx X. Xxxxxx Trust 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx X. Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxxxx X. Xxxxxx Trust
Xxxxxxx X. de Jonge c/o North American Insurance Leaders, Inc.
Xxxxxxxxx Xxxxx de Jonge Trust 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx X. Xxxxxx c/o North American Insurance Leaders, Inc.
Xxxxxxx Xxxxx Xxxxxx 000 Xxxxx Xxxxxx, 31st Floor
Xxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxxx Xxxxxxxx Xxxxxx
Xxxx Xxxxx Xxxxxx
Xxxxxxxxx/Xxxxxxxxxx Revocable Trust 000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx X. Xxxxxxxxxx 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxxx 2005 Irrevocable Trust
Xxxxxxx X. Xxxxxxxxxx 2005 Irrevocable Trust
Xxxxxxx X. Xxxxxxxxxx, Xx., Trustee of the Separate
Property Portion of The Xxxxxxxxx/Xxxxxxxxxx Revocable
Trust, dated December 15, 0000
Xxxxxxxx X. Xxxxxxxx, a Corporation c/o North American Insurance Leaders, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
