INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Delaware
This Indemnity Agreement, dated as of , 2014 is made by and between Trupanion, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Delaware
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of October 25, 2011, by and among Vetinsurance International, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”. This Agreement amends, restates and supersedes, in its entirety, the Second Amended and Restated Registration Rights Agreement dated May 14, 2010, as previously amended (the “Prior Agreement”).
VETINSURANCE INTERNATIONAL, INC. VETINSURANCE MANAGERS, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • North Carolina
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of August 24, 2012, by and between Square 1 Bank (“Bank”) and VETINSURANCE INTERNATIONAL, INC. and VETINSURANCE MANAGERS, INC. (each a “Borrower” and collectively, “Borrowers”) and amends and restates, in its entirety, that certain Loan and Security Agreement by and between Borrowers and Bank dated as of April 24, 2007 (the “Original Agreement”).
ContractTrupanion Inc. • June 16th, 2014 • Hospital & medical service plans • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
ContractTrupanion Inc. • June 16th, 2014 • Hospital & medical service plans • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Amended and Restated Employment AgreementAmended and Restated Employment Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • British Columbia
This Amended and Restated Employment Agreement (“Agreement”), dated as of April 20, 2007, is entered into between VETINSURANCE LTD., an Alberta corporation, having its principal place of business at 200-889 Harbourside Drive, North Vancouver, BC V7P 3S1 (“Employer”), and DARRYL RAWLINGS, an individual residing at (“Executive”).
THIS FRONTING AND ADMINISTRATION AGREEMENT is made this 18th day ofTrupanion Inc. • June 16th, 2014 • Hospital & medical service plans • Ontario
LEASE (Salmon Bay Center)Lease • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
THIS LEASE (“Lease”) is made and entered into as of the 29th day of August, 2011, by C. D. STIMSON COMPANY, a Washington corporation (“Landlord”), and American Pet Insurance Company, a New York corporation (“Tenant”). In consideration of this Lease, Landlord and Tenant covenant and agree as follows:
AGREEMENT NUMBER: 200903 STOP LOSS REINSURANCE AGREEMENT made between OMEGA GENERAL INSURANCE COMPANY A company organized and existing under the laws of Canada (hereinafter referred to as the “Reinsured”) and AMERICAN PET INSURANCE COMPANY A company...Loss Reinsurance Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Ontario
WHEREAS: The parties to this Agreement having entered into a separate Fronting and Administration Agreement (herein referred to as the “FAA”) effective January 1, 2010 wherein the Reinsured is willing to cede, and the Reinsurer is willing to accept, certain risks underwritten by the Reinsured as contemplated under the FAA.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
This Executive Employment Agreement (“Agreement”) is made effective as of June 13, 2012 (“Effective Date”), by and between VETINSURANCE MANAGERS, INC., an Arizona corporation (“Company”) and Michael Banks (“Executive”).
May 5, 2014Stock Option Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Delaware
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to Trupanion Managers USA, Inc., an Arizona corporation (the “Company”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated effective as of December 23, 2013 Among Trupanion, Inc. and Trupanion Managers, USA, Inc., as the Borrowers, and PEPI CAPITAL, L.P. as Agent and Lender and Highland Consumer Fund I Limited Partnership,...Credit Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is executed on the 28th day of February, 2014, to be effective as of December 23, 2013, by and among TRUPANION, INC. and TRUPANION MANAGERS USA, INC. (each a “Borrower” and collectively, “Borrowers”) and PEPI CAPITAL, L.P. (“Original Lender”), Highland Consumer Fund I Limited Partnership, Highland Consumer Fund 1-B Limited Partnership and Highland Consumer Entrepreneurs Fund I Limited Partnership (each an “Additional Lender” and collectively the “Additional Lenders”).
LEASE AGREEMENTLease Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
This Lease Agreement (“Lease”) is made and dated as of June 14, 2012, by and among AMERICAN PET INSURANCE COMPANY, a New York corporation, duly qualified to do business in the State of Washington, dba TRUPANION (“Tenant”), and the HOUSING AUTHORITY OF THE CITY OF SEATTLE, a Washington public body corporate and politic (“Landlord”).
Agency Agreement Between Omega General Insurance CompanyAgency Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans
Whereas The Company and American Pet Insurance Co. have entered into a separate Fronting and Administration Agreement (“FAA”) effective January 1, 2010, The Company hereby appoints the Broker, subject to all the terms and conditions herein, all of the insurance laws and other laws applicable to insurance companies and insurance brokers of each province and territory of Canada (“Provincial Insurance Laws”) and to any limitations, underwriting rules and procedural instructions issued by The Company. It is understood and agreed that this appointment is solely for the purpose of selling policies of insurance as contemplated under the FAA and other related insurance as may be mutually agreed by the parties to this agreement, The Broker shall not hold itself out as having the power to bind or obligate The Company in any manner whatsoever except for the purpose set out herein.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 16th, 2014 • Trupanion Inc. • Hospital & medical service plans • Washington
This Independent Contractor Agreement (this “Agreement”) is entered into by American Pet Insurance Company, Inc. (together with its affiliates, the “Company”) and Peter R. Beaumont, (hereinafter the “Consultant”).
