First Mercury Holdings, Inc. Rights of Participation in Public Offering Letter Agreement with Jerome M. Shaw

Summary

This agreement between First Mercury Holdings, Inc. and Jerome M. Shaw grants Mr. Shaw and Glencoe Capital, LLC (and its affiliates) the right to participate proportionally in any public offering of equity securities by First Mercury Holdings, Inc., once Glencoe has recovered its $40 million investment in First Mercury Financial Corporation plus an 8% annual compounded return from June 7, 2004. The agreement ensures both parties can buy shares in future public offerings under specified conditions.

EX-10.3 3 c05689a3exv10w3.htm LETTER exv10w3

Exhibit 10.3

First Mercury Holdings, Inc.
29621 Northwestern Highway
Southfield, MI 48034

August 17, 2005

Jerome M. Shaw
3 Grove Isle
Penthouse 1
Coconut Grove, FL 33133

Re: Rights of Participation in Public Offering

Dear Mr. Shaw,

At and after such time as Glencoe (as defined below) has recouped its $40,000,000 investment in First Mercury Financial Corporation, a Delaware corporation (“FMFC”), plus an amount necessary to provide Glencoe with an eight percent (8%) annual return, compounded quarterly, on such amount calculated from June 7, 2004, First Mercury Holdings, Inc. (“Holdings”) hereby covenants and agrees that you and Glencoe shall be entitled to participate on a pro rata basis in any offering of equity securities to the public by Holdings pursuant to an effective registration statement under the Securities Act of 1933, as amended, in which Glencoe’s shares are registered. For purposes hereof, “Glencoe” means Glencoe Capital, LLC, FMFC Holdings, LLC and each of their respective affiliates.


	Very truly yours,

	FIRST MERCURY HOLDINGS, INC.

	By:	/s/ Louis J. Manetti
	Printed Name:		Louis J. Manetti
	Title:	Secretary

Acknowledged and agreed to:

/s/ Jerome M. Shaw Jerome M. Shaw