NATIONAL GENERAL HOLDINGS CORP. $100,000,000 7.625% SUBORDINATED NOTES DUE 2055 UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2015 • National General Holdings Corp. • Fire, marine & casualty insurance • New York
National General Holdings Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), $100,000,000 aggregate principal amount of its 7.625% Subordinated Notes due 2055 (the “Firm Securities”), and, at the option of the Managers acting on behalf of the Underwriters, up to an additional $15,000,000 aggregate principal amount of such 7.625% Subordinated Notes due 2055 (the “Additional Securities”) solely to cover over-allotments. The Firm Securities and the Additional Securities are herein referred to collectively as the “Securities.” The Securities will be issued pursuant to an Indenture dated as of May 23, 2014 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), to be supplemented by the second supplemental indenture, to be dated as of August 18, 2015 (the “Second Supplemental Indenture” and,
NATIONAL GENERAL HOLDINGS CORP. 10,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTNational General Holdings Corp. • August 18th, 2015 • Fire, marine & casualty insurance • New York
National General Holdings Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as manager (the “Manager”), an aggregate of 10,000,000 shares (the “Firm Securities”) of its common stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than the number of additional shares of Common Stock set forth in Schedule I hereto (the “Additional Securities”) if and to the extent that you, as Manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Securities granted to the Underwriters in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.” If the firm or firms listed in Schedule II hereto include only the Manager listed on Schedule I hereto, then the
