AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • June 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, as amended by Amendment No. 1 (as amended, the “Advisory Services Agreement”), pursuant to which Capital Partners has agreed, among other things, to 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;
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • June 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, as amended by Amendment No. 1 and Amendment No. 2 (as amended, the “Advisory Services Agreement”), pursuant to which Capital Partners has agreed, among other things, to 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;
ARTICLE I CERTAIN DEFINITIONS SECTION 1.1 Certain Definitions ARTICLE II THE TRANSACTIONS SECTION 2.1 The Merger SECTION 2.2 Closing SECTION 2.3 Effective Time SECTION 2.4 Effects of the Merger SECTION 2.5 Certificate of Incorporation SECTION 2.6...Merger Agreement • June 15th, 2006 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2006 (this “Agreement”), among SEDGWICK CMS HOLDINGS, INC., a Delaware corporation (the “Buyer”), GOSC MERGER CORP., a Delaware corporation (“Merger Sub”), and SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”).
ContractAssignment and Assumption of Lease • June 15th, 2006 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
ASSIGNMENT AND ASSUMPTION OF LEASE (the “Lease Assignment”), dated as of June 12, 2006, by and between Security Capital Corporation, a Delaware corporation (“Assignor”), and Capital Partners, Inc., a Connecticut corporation (“Assignee”).
