March 1, 2018Zyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 2nd, 2018 • Zyskind Barry D • Fire, marine & casualty insurance • Delaware
This INTERIM INVESTORS AGREEMENT (this “Agreement”), dated as of March 1, 2018, is made and entered by and among (i) Trident Pine Acquisition LP (“Trident”), (ii) K-Z Evergreen, LLC (the “K-Z LLC”), (iii) Evergreen Parent, L.P. (“Parent”), (iv) Evergreen Merger Sub, Inc. (“Merger Sub”), (v) solely for the purposes of Sections 18(a)(i), 18(a)(ii), 18(b)(ii), 18(c), 18(d) and 18(l), Barry D. Zyskind (“BZ”), George Karfunkel and Leah Karfunkel (each, including BZ, a “Stockholder” and, collectively, the “Stockholders”) and (vi) each person who may hereafter execute a counterpart to this Agreement in accordance with the terms of this Agreement (each such person, and each of Trident and K-Z LLC, an “Investor” and collectively, the “Investors”). Each of the foregoing parties is hereinafter referred to individually as a “Party” and, collectively, as the “Parties.”
ROLLOVER AGREEMENTRollover Agreement • March 2nd, 2018 • Zyskind Barry D • Fire, marine & casualty insurance • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of March 1, 2018 by and between Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), and each stockholder of AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), listed on Schedule I hereto, as amended from time to time (each a “Rollover Investor,” and collectively with any additional Investor that becomes a party hereto in accordance with the terms of this Agreement, the “Rollover Investors”). Parent and the Rollover Investors are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
Trident Pine Acquisition LP c/o Stone Point Capital LLCZyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of March 1, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financial Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
c/o AmTrust Financial Services, Inc.Zyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of March 1, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financial Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
Trident VII, L.P. Trident VII Parallel Fund, L.P. Trident VII DE Parallel Fund, L.P. Trident VII Professionals Fund, L.P. c/o Stone Point Capital LLCZyskind Barry D • March 2nd, 2018 • Fire, marine & casualty insurance • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of March 1, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and AmTrust Financial Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
