UNIT PURCHASE AGREEMENT BY AND AMONG NSM ACQUISITION HOLDINGS, LLC, AIG PROPERTY CASUALTY U.S., INC., THE MANAGEMENT SELLERS, WHITE MOUNTAINS INSURANCE GROUP, LTD., WHITE MOUNTAINS CATSKILL HOLDINGS, INC., NSM INSURANCE HOLDCO, LLC, AND ABRY PARTNERS...Unit Purchase Agreement • May 2nd, 2018 • White Mountains Insurance Group LTD • Fire, marine & casualty insurance • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2018, is made by and among NSM Acquisition Holdings, LLC, a Delaware limited liability company (“NSM Holdings”), AIG Property Casualty U.S., Inc., a Delaware corporation (“AIG”), each Management Seller (as defined herein) (each of NSM Holdings, AIG and each Management Seller may be referred to herein from time to time as a “Seller”, and collectively, the “Sellers”), NSM Insurance HoldCo, LLC, a Delaware limited liability company (the “Company”), White Mountains Catskill Holdings, Inc., a Delaware corporation (“Buyer”), White Mountains Insurance Group, Ltd., a Bermuda exempted limited liability company (“Parent”), and ABRY Partners VIII, L.P., a Delaware limited partnership, solely in its capacity as the Seller Representative (as defined in Section 11.9(a) hereto). The Company, the Sellers, Buyer and the Seller Representative shall be referred to herein from time to time collectively as the “Parties”. Capitalized ter
