WARRANT EXCHANGE AGREEMENT
EXHIBIT 10.1.23
This WARRANT EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 31, 2004, among SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”), FRIEDMAN, BILLINGS, XXXXXX GROUP, INC., a Virginia corporation (“FBR”), XXXXXXXX XXXXX (“Xxxxx”), XXXXX XXXXXX (“Xxxxxx”), XXXXXXX XXXXX (“Xxxxx”) and XXXX XXXXXXXX (“Xxxxxxxx”).
(a) FBR shall surrender to the Company the Existing FBR Warrant and the Company shall deliver to FBR two New Warrants, (i) Warrant No. W-1B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity
Offering for $4,500,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions, and (ii) Warrant No. W-1C exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $1,000,000, for a Purchase Price of $0.01 per share.
(b) Xxxxx shall surrender to the Company the Existing Xxxxx Warrant and the Company shall deliver to Xxxxx two New Warrants, (i) Warrant No. W-2B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $480,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions, and (ii) Warrant No. W-2C exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $100,000, for a Purchase Price of $0.01 per share.
(c) Jokiel shall surrender to the Company the Existing Jokiel Warrant and the Company shall deliver to Jokiel a New Warrant, Warrant No. W-3B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $342,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions.
(d) Xxxxx shall surrender to the Company the Existing Xxxxx Warrant and the Company shall deliver to Xxxxx a New Warrant, Warrant No. W-4B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $135,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions.
(e) Xxxxxxxx shall surrender to the Company the Existing Xxxxxxxx Warrant and the Company shall deliver to Xxxxxxxx a New Warrant, Warrant No. W-5B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $93,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions.
(f) The Company shall cancel the Existing Warrants upon receipt thereof.
5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF VIRGINIA AND THE OBLIGATIONS, RIGHTS AND REMEDIES
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OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
[Signature Page To Follow]
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SPECIALTY UNDERWRITERS’ ALLIANCE, INC. | ||||
By: | /s/ Xxxxxxxx Xxxxx | |||
Name: Xxxxxxxx Xxxxx | ||||
Title: President | ||||
FRIEDMAN, BILLINGS, XXXXXX GROUP, INC. | ||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: Xxxxxx X. Xxxxxxx | ||||
Title: MD | ||||
/s/ Xxxxxxxx Xxxxx | ||||
Xxxxxxxx Xxxxx | ||||
/s/ Xxxxx Xxxxxx | ||||
Xxxxx Xxxxxx | ||||
/s/ Xxxxxxx Xxxxx | ||||
Xxxxxxx Xxxxx | ||||
/s/ Xxxx Xxxxxxxx | ||||
Xxxx Xxxxxxxx |
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