EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 11th day of November 2004, by and between Gary J. Ferguson (the “Executive”) and Specialty Underwriters’ Alliance, Inc. (“Holding Co.”).
SPECIALTY UNDERWRITERS’ ALLIANCE, INC. 12,700,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. WILLIAM BLAIR & COMPANY, L.L.C. COCHRAN, CARONIA & CO. as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November ___, 2004 by and between SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [___], 2004 (the “Closing Date”), by and between SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR LOAN AND SECURITY AGREEMENTSenior Loan and Security Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Virginia
THIS FIRST AMENDMENT TO SENIOR LOAN AND SECURITY AGREEMENT (“First Amendment”), dated as of November 12, 2004, by and among (1)(a) FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation, as a senior lender (“FBR”), and (b) STANDARD AMERICAN INSURANCE LIMITED, a Bermuda company, as a senior lender (“SAIL,” and together with FBR, the “Senior Lenders”); and (2) SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation, as the borrower (the “Borrower”); and (3) acknowledged and agreed to by each of Courtney Smith, Peter Jokiel, William Loder and Gary Ferguson, each an individual, as the subordinated lenders (each, a “Subordinated Lender”), recites and provides as follows:
THIRD AMENDMENT TO THE SOFTWARE LICENSE MAINTENANCE AND SUPPORT AGREEMENT BY AND BETWEEN ISO STRATEGIC SOLUTIONS, INC. AND SPECIALTY UNDERWRITERS’ ALLIANCE, INC.Software License Maintenance and Support Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
This amendment (“Amendment”) is made and entered into as of the 11th day of November, 2004 (“Effective Date”) by and between ISO Strategic Solutions, Inc. (“Vendor”) and Specialty Underwriters’ Alliance, Inc. and amends that certain SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT (“Agreement”) entered into by the parties on May 20, 2004, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
VOTING AGREEMENTVoting Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of November ___, 2004, is entered into Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”) and Friedman, Billings, Ramsey Group, Inc., a Virginia corporation (“FBR Group”).
FIRST AMENDMENT TO AMENDED AND RESTATED SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • November 12th, 2004 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Virginia
THIS FIRST AMENDMENT TO SUBORDINATED LOAN AND SECURITY AGREEMENT (“First Amendment”), dated as of November 12, 2004, by and among (1)(a) COURTNEY SMITH, PETER JOKIEL, WILLIAM LODER and GARY FERGUSON, each an individual (each a “Subordinated Lender” and, together, the “Subordinated Lenders”); and (2) SPECIALTY UNDERWRITERS’ ALLIANCE, INC, a Delaware corporation, as the borrower (the “Borrower”); and (3)(a) FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation, as a senior lender (“FBR”), and (b) STANDARD AMERICAN INSURANCE LIMITED, a Bermuda company, as a senior lender (“SAIL,” and together with FBR, the “Senior Lenders”), recites and provides as follows:
