0001072627-18-000113 Sample Contracts

SENIOR ADVISOR AGREEMENT
Senior Advisor Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois

WHEREAS Swets has the been the President of Kingsway America Inc., since January 1, 2011 and Chief Executive Officer (“CEO”) of Kingsway Financial Services, Inc. (“KFS”) since July 1, 2010, and will be resigning from both positions effective as of September 5, 2018;

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EMPLOYMENT SEPARATION AGREEMENT AND RELEASE
Employment Separation Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois

This Employment Separation Agreement and Release (the “Agreement”) is entered into as of September 5, 2018 by and between Kingsway America Inc. (“Employer”) and Larry Gene Swets, Jr. (“Employee”) (together the “Parties”) and the Parties hereby agree as follows:

KINGSWAY FINANCIAL SERVICES INC.
Severance Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance

In connection with your employment with Kingsway America Inc. ("Company" or we), this letter shall constitute our sole agreement relating to amounts owing to you in connection with any termination of your employment. For the avoidance of doubt, the severance payment contemplated herein supersedes and replaces any other severance payment offered by the Company, such as under the Kingsway America Inc. Severance Plan, but does not affect your rights with respect to COBRA or any other state statutes, if any.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario

THIS AGREEMENT is made effective this ___ day of ___ by and between Kingsway Financial Services Inc., an Ontario corporation (the “Corporation”), and _________ (the “Director and/or Officer”).

AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario

BETWEEN: KINGSWAY FINANCIAL SERVICES INC., incorporated pursuant to the laws of the Province of Ontario (hereinafter called the “Corporation”) OF THE FIRST PART - and - LARRY G. SWETS, JR. (hereinafter called the “Participant”) OF THE SECOND PART

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Illinois

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of September 5, 2018, is entered into between 1347 Capital LLC, a Delaware limited liability company (the "Seller"), and IGI Partners, LLC (the "Buyer").

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 10th, 2018 • Kingsway Financial Services Inc • Fire, marine & casualty insurance • Ontario

BETWEEN: KINGSWAY FINANCIAL SERVICES INC., incorporated pursuant to the laws of the Province of Ontario (hereinafter called the “Corporation”) OF THE FIRST PART - and - John Taylor M. Fitzgerald (hereinafter called the “Participant”) OF THE SECOND PART

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