0001193125-07-123021 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 200[ ] by and between GeoVera Insurance Holdings, Ltd., a Bermuda exempted company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

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RESTRICTED STOCK AGREEMENT (John MacColl)
Restricted Stock Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of February 28, 2007, by and between GEOVERA INSURANCE GROUP HOLDINGS, LTD. (formerly known as HFF&L (Cayman) Holdings, Ltd.), a Cayman Islands exempted company (the “Company”), and John MacColl (the “Stockholder”).

Page ARTICLE I DEFINITIONS; GENERAL 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 4 Section 1.3. Exercise of Rights 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 5 Section 2.1. Representations and Warranties 5 ARTICLE III...
Shareholder Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on June , 2007, by and among GeoVera Insurance Holdings, Ltd., a Bermuda company (the “Company”), GeoVera Insurance Group Holdings, Ltd., a Cayman Islands exempted company (“Parent”), and each of the following (hereinafter severally referred to as a “Shareholder” and collectively referred to as the “Shareholders”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”); (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islan

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 1, 2006 and amended and restated as of May 1, 2007, by and between GeoVera Holdings, Inc., a Delaware corporation (the “Employer”), and Brian T. Sheekey (the “Employee”).

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