ARTICLE I BACKGROUNDStockholders' Agreement • May 3rd, 2005 • James River Group, INC • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 3rd, 2005 • James River Group, INC • Ohio
WITNESSETH:Employment Agreement • May 3rd, 2005 • James River Group, INC • North Carolina
FORM OF JOINDER TO STOCKHOLDERS' AGREEMENT JOINDER to the Stockholders' Agreement, dated as of ___________, as amended by the First Amendment to Stockholders' Agreement, dated as of June 30, 2003 (together, as the same may be amended from time to...Stockholders' Agreement • May 3rd, 2005 • James River Group, INC • New York
ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEEPreferred Securities Guarantee Agreement • May 3rd, 2005 • James River Group, INC • New York
AMENDMENT TO REINSURANCE AGREEMENT THIS AMENDMENT, shall be effective as of the 1st day of January, 2002, by and between Fidelity Excess and Surplus Insurance Company (hereinafter "Reassured") and American Empire Surplus Lines Insurance Company...Reinsurance Agreement • May 3rd, 2005 • James River Group, INC
INDENTURE BETWEENIndenture • May 3rd, 2005 • James River Group, INC • New York
WITNESSETH:Employment Agreement • May 3rd, 2005 • James River Group, INC • North Carolina
NET QUOTA SHARE REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2005 issued toInterests and Liabilities Agreement • May 3rd, 2005 • James River Group, INC • Virginia
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January 21, 2003 by and among James River Group, Inc., a Delaware corporation (the "Company"), J. Adam Abram (the "Founder"), each of...Registration Rights Agreement • May 3rd, 2005 • James River Group, INC • New York
GUARANTEEGuarantee • May 3rd, 2005 • James River Group, INC • New York
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENTStockholders' Agreement • May 3rd, 2005 • James River Group, INC • New York
JAMES RIVER GROUP, INC., AS ISSUER INDENTURE DATED AS OF DECEMBER 15, 2004 WILMINGTON TRUST COMPANY, AS TRUSTEEIndenture • May 3rd, 2005 • James River Group, INC • New York
EMPLOYMENT AND ARBITRATION AGREEMENTEmployment and Arbitration Agreement • May 3rd, 2005 • James River Group, INC • North Carolina
ANDGuarantee Agreement • May 3rd, 2005 • James River Group, INC • New York
RECITALSForm of Indemnification Agreement • May 3rd, 2005 • James River Group, INC • Delaware
FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE...James River Group, INC • May 3rd, 2005 • Delaware
INDENTURE BETWEENIndenture • May 3rd, 2005 • James River Group, INC • New York
TRUST ACCOUNT AGREEMENT THIS TRUST ACCOUNT AGREEMENT (the "Agreement"), effective this 12th day of March, 2003, by and among AMERICAN EMPIRE SURPLUS LINES INSURANCE COMPANY, a Delaware corporation (hereinafter referred to as the "GRANTOR"), THE...Trust Account Agreement • May 3rd, 2005 • James River Group, INC • Ohio
SUMMARY OF CONSULTING AGREEMENT In January 2003, James River Group, Inc. entered into an oral consulting agreement (the "Agreement") with Richard W. Wright, the Chairman of the board of directors. Pursuant to the Agreement, Mr. Wright currently...Summary of Consulting Agreement • May 3rd, 2005 • James River Group, INC
In January 2003, James River Group, Inc. entered into an oral consulting agreement (the "Agreement") with Richard W. Wright, the Chairman of the board of directors. Pursuant to the Agreement, Mr. Wright currently receives a fee of $60,000 per year. The Agreement may be terminated by either party with 90 days written notice, and will terminate immediately prior to completion of this offering. Upon completion of the offering, we will enter into a new consulting agreement with Mr. Wright, pursuant to which he will receive a fee of $40,000 for his consulting services.
