0001104659-04-012103 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT FIRST ACCEPTANCE CORPORATION 2002 LONG TERM INCENTIVE PLAN
Nonqualified Stock Option Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance
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EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 30, 2004 by and between First Acceptance Corporation (f/k/a Liberté Investors Inc.), a Delaware corporation (the “Company”), and Stephen J. Harrison (“Executive”).

ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance • Illinois

THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of April 30, 2004, by and between Edwards Capital, LLC, an Illinois limited liability company (“Advisor”), and First Acceptance Corporation (f/k/a Liberté Investors Inc.), a Delaware corporation (the “Company”). The Company and Advisor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2004 by and among Liberté Investors Inc., a Delaware corporation (“LBI”), and the individuals listed on Exhibit A attached hereto (each a “USAuto Holder” and collectively, the “USAuto Holders”).

SEPARATION AGREEMENT
Separation Agreement • May 3rd, 2004 • Liberte Investors Inc • Fire, marine & casualty insurance • Illinois

THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of April 30, 2004, by and between Donald J. Edwards (“Edwards”) and First Acceptance Corporation (f/k/a Liberté Investors Inc.), a Delaware corporation (the “Company”). The Company and Edwards are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

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