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SECOND AMENDMENT
TO THE
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
This amendment
(“Amendment”) is made and entered into as of the
4 th
day of June, 2009 by and between
American Team Managers Insurance Services, Inc. (“ATM”)
and Specialty Underwriters’ Alliance, Inc., and amends the
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
(“Agreement”) entered into by the parties on
September 8, 2005. Any terms defined in the Agreement and used
herein shall have the same meaning in this Amendment as in the
Agreement. In the event that any provision of this Amendment and
any provision of the Agreement are inconsistent or conflicting, the
provision of this Amendment shall control, but only to the extent
that such provision is inconsistent or conflicting with the
Agreement. Any capitalized terms not defined herein shall be
defined as in the Agreement.
NOW, THEREFORE,
and in consideration of the mutual agreements and covenants set
forth, the parties wish to amend the Agreement as
follows:
1. Subsection
(c)(i) of Section 4: Exchange Right shall be deleted in
its entirety and replaced with the following:
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Exchange Right
. (i) At any time
and from time to time after the fifth anniversary of the date of
that certain Partner Agent Program Agreement between the Company
and the Purchaser (the “Partner Agent Agreement”),
provided that the Partner Agent Agreement is still in effect and
has not been terminated by either party thereto, the Purchaser
shall have the right, but not the obligation, to exchange its
shares of Class B Stock for an equal number of shares of
Common Stock (subject to equit
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