AGREEMENT AND PLAN OF MERGER by and among TREADSTONE PARENT INC., TREADSTONE MERGER SUB INC., and TREAN INSURANCE GROUP, INC. Dated as of December 15, 2022Merger Agreement • December 19th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 15, 2022, is by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), Treadstone Parent Inc., a Delaware corporation (“Parent”), and Treadstone Merger Sub Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 19th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • New York
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of December 15, 2022 (the “Effective Date”), by and among TREAN INSURANCE GROUP, INC., a Delaware corporation (“Holdings”), TREAN CORPORATION, a Minnesota corporation (“Trean”), BENCHMARK ADMINISTRATORS, LLC (“BA LLC” and together with Holdings and Trean, collectively the “Borrower”), the other Loan Parties party hereto, the banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and FIRST HORIZON BANK, in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 19th, 2022 • Trean Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 15, 2022, is entered into by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, a Delaware limited liability company (“AHP-BHC”), AHP-TH LLC, a Delaware limited liability company (“AHP-TH”), ACP-BHC LLC, a Delaware limited liability company (“ACP-BHC”) and ACP-TH LLC, a Delaware limited liability company (“ACP-TH”), and Altaris Partners, LLC, a Delaware limited liability company (“Sponsor,” and collectively with AHP-BHC, AHP-TH, ACP-BHC and ACP-TH, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
