AGREEMENT AND PLAN OF MERGER among MIRACLE NOVA II (US), LLC, MIRACLE NOVA III (US), INC. and MEADOWBROOK INSURANCE GROUP, INC. Dated as of December 30, 2014Merger Agreement • December 31st, 2014 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • Michigan
AGREEMENT AND PLAN OF MERGER, dated as of December 30, 2014 (this “Agreement”), is made by and among Miracle Nova II (US), LLC, a Delaware limited liability company (“Parent”), Miracle Nova III (US), Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Meadowbrook Insurance Group, Inc., a Michigan corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
GUARANTY AND PERFORMANCE AGREEMENTGuaranty and Performance Agreement • December 31st, 2014 • Meadowbrook Insurance Group Inc • Fire, marine & casualty insurance • Delaware
(with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Michigan, (ii) the filing of a premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of waivers, consents, approvals, waiting periods or agreements required under any Antitrust Laws, (iii) compliance with the applicable requirements of the Securities Act, the Exchange Act, the Hong Kong Securities and Futures Ordinance or the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; (iv) compliance with any applicable international, federal or state securities “blue sky” Laws; and (v) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notification
