EXHIBIT 1.1 12,500,000 Units NORTH AMERICAN INSURANCE LEADERS, INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
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...Registration Rights Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 10.10 March ___, 2006 North American Insurance Leaders, Inc. 885 Third Avenue, 31st Floor New York, NY 10022 FORM OF SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT ----------------------------------------------------------------...Share Purchase Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 10.9 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of March ___, 2006 by and between North American Insurance Leaders, Inc., a Delaware corporation (the "Company") and JPMorgan Chase Bank, NA ("Trustee"). Capitalized...Investment Management Trust Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 4.4 FORM OF WARRANT AGREEMENT ------------------------- Agreement made as of March ___, 2006 between North American Insurance Leaders, Inc., a Delaware corporation, with offices at 885 Third Avenue, 31st Floor, New York, New York 10022...Warrant Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 10.7 March ___, 2006 North American Insurance Leaders, Inc. 885 Third Avenue, 31st Floor New York, NY 10022 CRT Capital Group LLC 262 Harbor Drive, 3rd Floor Stamford, CT 06902 Form of Insider's Letter Agreement (Initial Stockholders)...Insider's Letter Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
EXHIBIT 10.12 FORM OF OFFICE ADMINISTRATION AGREEMENT AGREEMENT (this "Agreement") made as of March ___, 2006, between North American Insurance Leaders, Inc., a Delaware corporation (hereinafter referred to as the "Corporation"), and Ampton...Office Administration Agreement • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks • New York
FORM OF D&O RIGHT TO ACQUIRE D&O WARRANTS OF NORTH AMERICAN INSURANCE LEADERS, INC. -------------------------------------- (Incorporated under the Laws of the State of Delaware)D&o Right to Acquire D&o Warrants • March 15th, 2006 • North American Insurance Leaders, Inc. • Blank checks
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below and in the Share Purchase & Sale, D&O Rights and Company Call Right Agreement (as defined below), _________________, the holder of this Certificate, is the registered holder of ____ rights (each, a "D&O Right" and collectively, the "D&O Rights"), each of which entitles the Holder to acquire up to three (3) warrants (each, a "D&O Warrant" and collectively, the "D&O Warrants") to purchase (1) non-assessable share, par value $0.0001 per share, of the Common Stock of NORTH AMERICAN INSURANCE LEADERS, INC. (the "Corporation") at $6.00 per share.
