0001072627-13-000123 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • New York

This Registration Rights Agreement (this “Agreement”), is made and entered into as of December __, 2013, by and among Kingsway Financial Services Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), and the persons identified on Schedule A hereto (collectively, the “Investors” and each individually, an “Investor”).

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SUBSCRIPTION AGREEMENT FOR UNITS
Subscription Agreement • December 27th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario

INSTRUCTIONS: To properly complete this Subscription Agreement:1 All subscribers must complete all boxes on these two face pages.2 All persons subscribing as an accredited investor under Section 6(c)(i) of this Subscription Agreement must complete and sign Exhibits 1 or 2 (as applicable).3 All persons subscribing under one or more of the exemptions enumerated in Section 6(c)(ii) of this Subscription Agreement must initial next to the applicable paragraph.4 All subscribers should return their completed documents, to Kingsway Financial Services Inc., 150 Pierce Road, 6th Floor, Itasca, Illinois, 60143, Attention: Hassan Baqar (hbaqar@kingswayfinancial.com).

COMMON STOCK SERIES C WARRANT AGREEMENT
Common Stock Warrant Agreement • December 27th, 2013 • Kingsway Financial Services Inc • Fire, marine & casualty insurance
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