0000950137-06-010763 Sample Contracts

FIRST MERCURY FINANCIAL CORPORATION SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT MARCH 1, 2004
Convertible Preferred Stock Purchase Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
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STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware

This Stockholders Agreement (this “Agreement”) is made as of this 17thday of August, 2005 by and among First Mercury Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”), the Investors, the Management Common Stockholders and the Additional Common Stockholders (each as defined below).

SERVICES AGREEMENT (Glencoe Capital, LLC)
Services Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois

THIS SERVICES AGREEMENT (this “Agreement”), dated as of May 25, 2005, is made and entered into between FIRST HOME FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and GLENCOE CAPITAL, LLC, an Illinois limited liability company (“Glencoe Capital”).

GLENCOE MANAGEMENT SERVICES AGREEMENT
Glencoe Management Services Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware

This Glencoe Management Services Agreement (this “Glencoe Services Agreement”), is made and entered into as of June 7, 2004, between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Glencoe Capital, LLC, an Illinois limited liability company (“Glencoe”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Series A Convertible Preferred Stock Purchase Agreement, dated March 1, 2004 (the “Purchase Agreement”), by and between the Company and FMFC Holdings, LLC, a Delaware limited liability company (the “Investor”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of May 25, 2005, by and between First Mercury Financial Corporation, a Delaware corporation (“Employer”), and Richard H. Smith (“Employee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated August 17, 2005 and is effective as of August 17, 2005 (the “Effective Date”), by and between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Jerome M. Shaw (“Executive”). In satisfaction of a condition to the Stock Contribution Agreement dated as of August 17, 2005 by and among the Company, Executive, First Mercury Holdings, Inc., a Delaware corporation (“Holdings”), FMFC Holdings, LLC, a Delaware limited liability company, and the other signatories thereto, this Agreement amends and restates in its entirety that certain Employment Agreement by and between the Company and the Executive effective as of July 7, 2004.

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