STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2010 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
THIS STOCK PURCHASE AGREEMENT is made as of the 16th day of October, 2009 by and among American Capital Acquisition Corporation, a Delaware corporation (the “Company”), The Michael Karfunkel 2005 Grantor Retained Annuity Trust (“MKG”) and AmTrust Financial Services, Inc., a Delaware corporation (“AFSI”, and together with MKG, each a “Purchaser” and together the “Purchasers”).
Joinder AgreementJoinder Agreement • March 16th, 2010 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
By its execution and delivery of this Joinder Agreement, the undersigned party hereby joins in and agrees to be bound by the terms and conditions of the Stockholders Agreement dated as of October 16, 2009 (as amended from time to time, the “Stockholders Agreement”) by and among American Capital Acquisition Corporation, a Delaware corporation, and the parties named therein as an “Investor” and a “Stockholder” under and as defined in the Stockholders Agreement.
STOCKHOLDERS AGREEMENTStockholders Agreement • March 16th, 2010 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of October 16, 2009, by and among American Capital Acquisition Corporation, a Delaware corporation (the “Company”), those Persons listed on Schedule A hereto (“Investors”) and those Persons who, after the date of this Agreement, become party to this Agreement as an “Investor” and/or a “Stockholder” by executing a joinder agreement with the Company (a “Joinder Agreement”) in the form set forth in Schedule B hereto. Capitalized terms used but not otherwise defined herein are defined in Section 10 hereof.
JOINDER & AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2010 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
This JOINDER & AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”), made and entered into as of February 26, 2010, by and among AMERICAN CAPITAL ACQUISITION CORPORATION, a Delaware corporation (the “Company”), MICHAEL KARFUNKEL (“Karfunkel”), THE MICHAEL KARFUNKEL 2005 GRANTOR RETAINED ANNUITY TRUST (“MKG”) and AMTRUST FINANCIAL SERVICES, INC., a Delaware corporation (“AFSI”, and together with Karfunkel and MKG, each a “Purchaser” and together the “Purchasers”), amends that certain Stock Purchase Agreement, dated as of October 16, 2009, by and among the Company MKG and AFSI (the “Agreement”).
