TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting AgreementTrean Insurance Group, Inc. • July 9th, 2020 • Fire, marine & casualty insurance • New York
Trean Insurance Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), and certain stockholders of the Company named in Schedule 2-A, Schedule 2-B, Schedule 2-C and Schedule 2-D hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders named in Schedule 2-A and Schedule 2-C propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of th
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”) and Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”). Each of Trean, BIC Holdings and Trean Holdings is referred to individually as a “Party” and collectively with the other Party as the “Parties”.
REORGANIZATION AGREEMENTReorganization Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”). Each of Trean and Compstar Holding is referred to individually as a “Party” and collectively with the other Party as the “Parties”.
TREAN INSURANCE GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of __________, ____ (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
TREAN INSURANCE GROUP, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of __________, ____ (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
AMENDMENT NO. 1 TO AGREEMENTTo Agreement • July 9th, 2020 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance
This Amendment No. 1 to Agreement (this “Amendment”), dated as of July 6, 2020, is entered into by and among Blake Baker Enterprises I, Inc., a Delaware corporation, Blake Baker Enterprises II, Inc., a Delaware corporation, and Blake Baker Enterprises III, Inc., a Delaware corporation (collectively, the “Baker Entities”), Blake Baker, Compstar Holding Company LLC, a Delaware limited liability company (the “Company”), Trean Holdings LLC, a Delaware limited liability company (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”), and amends that Agreement, dated as of June 3, 2020, by and among the Baker Entities, Trean and Trean Compstar (the “Original Agreement”). Capitalized terms used and not defined in this Amendment shall have the respective meanings ascribed to such terms in the Original Agreement.
