REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2013 • National General Holdings Corp. • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of May 30, 2013, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 21,850,000 shares of Common Stock. In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2013 • National General Holdings Corp. • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of October 16, 2009 among American Capital Acquisition Corporation, a Delaware corporation (the “Company”), those Persons listed on Schedule A hereto and those Persons who, after the date of this Agreement, become party to this Agreement as a “Purchaser” and/or a “Management Member” by executing a joinder agreement with the Company in the form set forth in Schedule B hereto (a “Joinder Agreement”).
MASTER SERVICES AGREEMENTMaster Services Agreement • August 7th, 2013 • National General Holdings Corp. • North Carolina
This Master Services Agreement (this “Agreement”), dated February 22, 2012, is made by and between AmTrust North America, Inc., having its principal place of business at 5800 Lombardo Center, Cleveland, Ohio 44131 (“AmTrust”), and GMAC Insurance Management Corporation, having its principal place of business at 500 West Fifth Street, Winston-Salem, NC 27101-2728 (“GMACI”).
PORTFOLIO TRANSFER AND QUOTA SHARE REINSURANCE AGREEMENTPortfolio Transfer and Quota Share Reinsurance Agreement • August 7th, 2013 • National General Holdings Corp. • New York
THIS PORTFOLIO TRANSFER AND QUOTA SHARE REINSURANCE AGREEMENT (this “Agreement”) is effective as of January 1, 2013, (the “Effective Date”) by and between Wesco Insurance Company, a Delaware domiciled insurance company (the “Company”), and National Health Insurance Company, a Texas domiciled insurance company (the “Reinsurer”) (collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2013 • National General Holdings Corp. • North Carolina
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 1st day of January 2013 (the “Effective Date”) by and between Byron Storms, an individual having an address at 11050 Appomattox Court, Rancho Cucamonga, CA 91737 (“Executive”), and GMAC Insurance Management Corporation, a Delaware corporation, having an address at 500 West Fifth Street, Winston-Salem, NC 27101 (the “Company”; collectively, the “Parties”).
CONSENT AND AMENDMENT NO. 1 Dated as of April 11, 2013 to CREDIT AGREEMENT Dated as of February 20, 2013Credit Agreement • August 7th, 2013 • National General Holdings Corp. • New York
THIS CONSENT AND AMENDMENT NO. 1 (this “Consent and Amendment”) is made as of April 11, 2013 and shall, upon satisfaction of the conditions precedent set forth in Section 2 below be effective as of the date hereof (the “Amendment No. 1 Effective Date”) by and among American Capital Acquisition Corporation, a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of February 20, 2013 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
AMENDMENT NO. 2 Dated as of August 6, 2013 to CREDIT AGREEMENT Dated as of February 20, 2013Credit Agreement • August 7th, 2013 • National General Holdings Corp. • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of August 6, 2013 and shall, upon satisfaction of the conditions precedent set forth in Section 2 below be effective as of the date hereof (the “Amendment No. 2 Effective Date”) by and among National General Holdings Corp. (formerly known as American Capital Acquisition Corporation), a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of February 20, 2013 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2013 • National General Holdings Corp. • Delaware
This Agreement, made and entered into as of this 6th day of August, 2013 (“Agreement”), among and between National General Holdings Corp., a Delaware corporation (the “Company”), and the individual listed on the signature page hereof (the “Indemnitee”);
ADDENDUM No. 1 to the PERSONAL AND COMMERCIAL AUTOMOBILE QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) between INTEGON NATIONAL INSURANCE COMPANY Winston-Salem, North Carolina (hereinafter referred to as the “Company”)...Personal and Commercial Automobile Quota Share Reinsurance Agreement • August 7th, 2013 • National General Holdings Corp.
AMENDMENT TO STATUTORY TIME-BASED STOCK OPTION AGREEMENTStatutory Time-Based Stock Option Agreement • August 7th, 2013 • National General Holdings Corp.
WHEREAS, National General Holdings Corp. (f/k/a American Capital Acquisition Corporation, the “Company”) had previously granted to the undersigned (the “Optionee”), a stock option subject to the terms of the American Capital Acquisition Corporation 2010 Equity Incentive Plan (the “Plan”), which such grant was evidenced by a Statutory Time-Based Stock Option Agreement with a Date of Grant of (the “Agreement”);
CREDIT AGREEMENT dated as of February 20, 2013 among AMERICAN CAPITAL ACQUISITION CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent and FIRST NIAGARA BANK, N.A. as...Credit Agreement • August 7th, 2013 • National General Holdings Corp. • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 20, 2013 among AMERICAN CAPITAL ACQUISITION CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and FIRST NIAGARA BANK, N.A., as Documentation Agent.
ContractSubordinated Promissory Note • August 7th, 2013 • National General Holdings Corp. • New York
THIS SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF FEBRUARY 20, 2013 AMONG THE HOLDER AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT IN CONNECTION WITH THE CREDIT AGREEMENT DATED AS OF FEBRUARY 20, 2013 AMONG AMERICAN CAPITAL ACQUISITION CORPORATION, THE SENIOR LENDERS FROM TIME TO TIME PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT, TO THE SENIOR OBLIGATIONS (AS SUCH TERM IS DEFINED IN SAID SUBORDINATION AGREEMENT) (INCLUDING INTEREST) OWED BY AMERICAN CAPITAL ACQUISITION CORPORATION TO THE HOLDERS OF SENIOR OBLIGATIONS (AS SUCH TERM IS DEFINED IN SAID SUBORDINATION AGREEMENT), AND EACH HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT, AND ANY AMENDMENTS TO THIS PARAGRAPH SHALL BE NULL AND VOID AND OF NO EFFECT WITHOUT THE PRIOR WRITTEN CONS
NGHC 2013 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 7th, 2013 • National General Holdings Corp. • New York
Your stock option grant by National General Holdings Corp. (the “Company”) is subject to the terms and conditions set forth in (i) this Award Agreement, and (ii) the NGHC 2013 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
AMERICAN CAPITAL ACQUISITION CORPORATION STATUTORY TIME-BASED STOCK OPTION AGREEMENTStatutory Time-Based Stock Option Agreement • August 7th, 2013 • National General Holdings Corp. • Delaware
This agreement (the “Agreement”) evidences a stock option granted by American Capital Acquisition Corporation (the “Company”) to the undersigned (the “Optionee”), pursuant to and subject to the terms of the American Capital Acquisition Corporation 2010 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.
PERSONAL AND COMMERCIAL AUTOMOBILE QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) between INTEGON NATIONAL INSURANCE COMPANY Winston-Salem, North Carolina For and on behalf of the participants in the Company Pool...Personal and Commercial Automobile Quota Share Reinsurance Agreement • August 7th, 2013 • National General Holdings Corp. • North Carolina
The Reinsurer hereby reinsures the Company to the extent and on the terms and conditions and subject to the exceptions, exclusions and limitations hereinafter set forth.
NGHC 2013 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 7th, 2013 • National General Holdings Corp.
Your stock option grant by National General Holdings Corp. (the “Company”) is subject to the terms and conditions set forth in (i) this Award Agreement, and (ii) the NGHC 2013 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
