First Mercury Financial Corporation (a Delaware Corporation) [•] Shares1 Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • New York
First Mercury Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of this [___] day of October, 2006 by and among First Mercury Financial Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and the stockholders whose names are set forth under the heading “Stockholders” on the signature pages hereto (the “Stockholders”).
Credit AgreementCredit Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
For purposes of determining the Applicable Margin, the Applicable Margin will be adjusted, if necessary, quarterly as of the 1st day of month following the month in which the Lender receives the financial statements required under Section 5.4(b) for each of the first three fiscal quarters of each fiscal year and under Section 5.4(d) for the last fiscal quarter of each fiscal year, based on the Leverage Ratio as of the most recently ended fiscal quarter of the Company, provided that upon the occurrence and during the continuance of any Event of Default or Default the Applicable Margin shall be as set forth in column III above. As of the Effective Date the Applicable Margin shall be as set forth in column I above.
STOCK PURCHASE AND REDEMPTION AGREEMENTStock Purchase and Redemption Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Stock Purchase and Redemption Agreement (the “Agreement”) is entered into as of September 29, 2006, by and between First Mercury Holdings, Inc., a Delaware corporation (the “Company”), and William S. Weaver, an individual (“Seller”). The Company and the Seller are referred to collectively herein as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
THIS CONSULTING AGREEMENT (the “Agreement”) is dated October 17, 2006, by and between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Jerome M. Shaw (“Consultant”).
FIRST MERCURY HOLDINGS, INC. RESTRICTED STOCK GRANT NOTICE AND AGREEMENTRestricted Stock Grant Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
This grant of Restricted Stock is made this 4th day of October 2006 (“Award Date”), by First Mercury Holdings, Inc. (the “Company”) to John A. Marazza (the “Grantee” or “you”).
STOCK PURCHASE AND REDEMPTION AGREEMENT by and among GLENCOE CAPITAL, LLC, FMFC HOLDINGS, LLC, FIRST MERCURY HOLDINGS, INC., and FIRST MERCURY FINANCIAL CORPORATION dated as of October 17, 2006Stock Purchase and Redemption Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Stock Purchase and Redemption Agreement (this “Agreement”) is entered into as of October 17, 2006, by and among Glencoe Capital, LLC, a Delaware limited liability company (“Glencoe”), FMFC Holdings, LLC, a Delaware limited liability company (“Holdings”), First Mercury Holdings, Inc., a Delaware corporation (the “Company”) and First Mercury Financial Corporation, a Delaware corporation (“FMFC”). Glencoe, Holdings, the Company and FMFC are referred to collectively herein as the “Parties.”
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated as of (the “Grant Date”), is between First Mercury Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”).
AMENDED AND RESTATED MANAGEMENT AGREEMENT by and between FIRST MERCURY FINANCIAL CORPORATION (“Mercury”) and FIRST HOME INSURANCE AGENCY, LLC (the “Company”) October 3, 2006Management Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Florida
THIS AGREEMENT is made as of the 3rd day of October 2006 (the “Agreement”) by and between FIRST MERCURY FINANCIAL CORPORATION, a Delaware corporation (“Mercury”), and FIRST HOME INSURANCE AGENCY, LLC, a Florida limited liability company (the “Company”). This Agreement amends and restates the original Management Agreement between the parties in its entirety (the “Original Agreement”).
