AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • May 15th, 2006 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
WHEREAS, Security Capital and Capital Partners entered into that certain Second Amended and Restated Advisory Services Agreement, dated as of December 23, 2005, and effective as of January 1, 2006 (the “Advisory Services Agreement”), pursuant to which Capital Partners agreed to, among other things, continue, from and after January 1, 2006, to provide advisory services to Security Capital and its subsidiaries in the areas of investments, general administration, corporate development, strategic planning, stockholder relations, financial matters and general business policy for a fee of $1,550,000 per annum;
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2006 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
This SETTLEMENT AGREEMENT AND RELEASE (collectively, with the releases to be executed pursuant hereto, the “Agreement”) is made the 9th day of March 2006 by and among Paul A. Miller (“Miller”), Robert J. Bossart (“Bossart” and, collectively with Miller, “Plaintiffs”), CompManagement Inc. (“CMI”), CMI Management Company (“CMC”), CompManagement Health Systems Inc. (“CHI”), CompManagement Integrated Disability Services, Inc. (“CDI”), WC Holdings, Inc. (“WC Holdings” and, collectively with CMI, CMC, CHI and CDI, “Defendants”) and Security Capital Corporation (“SCC”).
STOCK PURCHASE AGREEMENT, dated as of February 10, 2006, among PHC ACQUISITION, INC., PRIMROSE HOLDINGS, INC. and THE PARTIES SET FORTH ON SCHEDULE A AND SCHEDULE BStock Purchase Agreement • May 15th, 2006 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
STOCK PURCHASE AGREEMENT, dated as of February 10, 2006 (the “Agreement”), among PHC ACQUISITION, INC., a Delaware corporation (the “Buyer”), PRIMROSE HOLDINGS, INC., a Delaware corporation (the “Company”), the parties set forth on Schedule A (the “Stockholders”) and the parties set forth on Schedule B (the “Optionholders”).
