Share Purchase, D&O Rights, and Company Call Right Agreement between North American Insurance Leaders, Inc. and Certain Sellers and Purchaser

Summary

This agreement involves North American Insurance Leaders, Inc., certain shareholders (Sellers), and E. Miles Prentice III (Purchaser). The Sellers agree to sell all their shares in the company to the Purchaser for a set price. The agreement also grants directors and officers the right to purchase convertible securities (D&O Rights), which will convert into warrants after the company's IPO. Payment terms, escrow arrangements, and transfer procedures are specified. The agreement ensures proper transfer of shares and outlines conditions for the issuance and conversion of D&O Rights.

EX-10.10 13 ex10-10_030906.txt SHARE PURCHASE & SALE, D&O RIGHTS AND CO CALL EXHIBIT 10.10 March ___, 2006 North American Insurance Leaders, Inc. 885 Third Avenue, 31st Floor New York, NY 10022 FORM OF SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT - ---------------------------------------------------------------- Ladies and Gentlemen: This letter agreement (the "Letter") is being delivered to you in connection with the Registration Statement on Form S-1 (File No. 333-127871) (as it may be amended and supplemented from time to time, the "Registration Statement") filed by North American Insurance Leaders, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") on August 26, 2005, relating to an initial public offering (the "IPO") of the Company's units (the "Units"). Each Unit is comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant exercisable for one share of Common Stock (each, a "Warrant") to be underwritten by CRT Capital Group LLC (the "Underwriter"). Each of the undersigned hereby agrees with the Company as follows: I. Share Purchase & Sale. A. Purchase & Sale. Effective as of November 22, 2005, the sellers (the "Sellers") listed on Schedule 1 hereto collectively own all of the outstanding shares (the "Shares") of Common Stock, and each of the Sellers agrees to sell, transfer, convey, assign and deliver to E. Miles Prentice III (the "Purchaser"), and the Purchaser agrees to purchase from each of the Sellers, the proportionate amount of the right, title and interest of each Seller in and to the Shares as set forth in Schedule 2, free and clear of all liens subject to certain restrictions (including restrictions on the right to vote, transfer or otherwise dispose of such Shares). B. Purchase Price. The aggregate purchase price for the Shares is $73.06 ($0.0053333 per Share) payable in United States funds to each of the Sellers in proportion to the number of Shares purchased from each Seller. C. Representations and Warranties of the Seller. Each of the Sellers hereby represents and warrants as follows: 1. The Seller has the requisite power and authority to execute and deliver this Letter and to perform its obligations hereunder and to consummate the transactions contemplated hereby; 2. All of the outstanding Shares of the Seller is owned beneficially and of record by the Seller; 3. The Seller's Shares are free and clear of all liens and encumbrances and the Seller has good and valid title to the Seller's Shares and the right to convey the its Shares in accordance herewith. Upon delivery of this Letter, good and valid title to the certain portion of the Seller's Shares, free and clear of all liens and encumbrances, will pass to the Purchaser; and 4. Simultaneously with the delivery hereof, the Seller shall return its original Share Certificate to the Company to be re-issued evidencing that the certain portion of the Seller's Shares is duly transferred to the Purchaser. D. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants he has the requisite power and authority to execute and deliver this Letter and to perform its obligations hereunder and to consummate the transactions contemplated hereby. E. Closing. The closing will take place at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as the Purchaser and the Sellers mutually agree, at 10:00 A.M. local time, on the date of this Letter. At the closing, on the terms and subject to the conditions set forth in this Letter, the Purchaser will pay to each of the Sellers the appropriate purchase price as set forth in Schedule II by check or wire transfer of immediately available funds to such account as Seller directs by written notice delivered to Purchaser by Seller at least two Business Days before the Closing Date. Simultaneously, each of the Sellers will transfer, convey, assign and deliver to the Purchaser all of Seller's right, title and interest in and to that certain number of Shares by delivering to the Purchaser such duly executed instruments of conveyance, assignment and transfer, in form and substance reasonably satisfactory to the Purchaser, as shall be effective to vest in the Purchaser good, valid and marketable title to the Shares, free and clear of all liens subject to certain restrictions (including restrictions on the right to vote, transfer or otherwise dispose of such Shares). II. D&O Rights. A. Purchase Commitment. The Company agrees to issue and sell to each of the undersigned directors and officers, their affiliates and/or their designees, and each of the undersigned directors and officers, their affiliates and/or their designees agrees to purchase from the Company, an aggregate of 1,700,000 rights ("D&O Rights") convertible into warrants ("D&O Warrants"). Each D&O Right will be purchased at a price of $1.00 per right on the closing date of IPO. B. D&O Warrants. The D&O Rights will be automatically converted into D&O Warrants on the 120th day following the effective date of the IPO as described in the Registration Statement. During the period prior to this automatic conversion and for 30 days thereafter, the undersigned agrees not to purchase, sell or enter into any derivative security transaction with respect to any of the Company's outstanding warrants. The conversion ratio of D&O Rights into D&O Warrants will be calculated by dividing $1.00 by the conversion price. The conversion price is equal to the weighted average of all sale prices of the warrants as reported on the American Stock Exchange or elsewhere during the 20 trading 2 days prior to the conversion date. In no event will a D&O Right be converted into more than three D&O Warrants. C. Payment. Payment for the D&O Rights shall be made to the escrow account at JPMorgan Chase Bank, NA (the "Escrow Account") by 12:00 P.M., New York time, on or before the effective date of the IPO (the "Escrow Date") by wire transfer in immediately available Federal funds payable for each of the undersigned's accounts in accordance with Schedule 3. Notwithstanding the foregoing, to the extent one or more of the undersigned deposits less than the full amount required to be paid by him or her (each, a "Partial D&O Rights Holder") into the Escrow Account by the Escrow Date, such Partial D&O Rights Holder agrees to sell to one or more of the other holders of the Common Stock prior to the IPO (the "Existing Stockholders"), and one or more of the Existing Stockholders agree to purchase, at a price equal to $0.0053333 per Share, that proportion of the Partial D&O Rights Holder's Shares of Common Stock owned by him or her on the Escrow Date that is equal to the percentage of the outstanding payment due and not paid in respect of the D&O Rights; provided that each of the Existing Stockholders who purchases Shares from the Partial D&O Rights Holder agrees to deposit into the Escrow Account that outstanding amount due and not paid by the Partial D&O Rights Holder in proportion to the percentage of such Shares purchased from the Partial D&O Rights Holder. D. Delivery. On the closing date of the IPO, the Company shall deliver the D&O Rights to or for the account of each of the undersigned in accordance with Schedule 1 and section II.C. of this Letter. E. Escrow Account. The $1.7 million proceeds received by the Company for the D&O Rights shall be held in the Escrow Account until the earliest to occur of (1) the closing of the IPO, (2) the withdrawal of the Registration Statement or (3) May 1, 2006. The proceeds in the Escrow Account shall only be released in accordance with the following: 1. Upon the closing of the IPO, the proceeds held in the Escrow Account shall be immediately deposited in the trust account at JPMorgan Chase Bank, N.A. established by the Company for the benefit of its public stockholders of the IPO Common Stock as described in the Registration Statement. The $1.7 million proceeds will become part of the liquidating distribution to the Company's public stockholders in the event of liquidation prior to the Company's initial business combination; or 2. Upon May 1, 2006, or upon the withdrawal of the Registration Statement prior to May 1, 2006, the proceeds in the Escrow Account shall be released as soon as practicable and disbursed to those persons from whom such amounts in respect of the D&O Rights were received. III. Company Call Right. In the event that the Underwriter does not exercise all or a portion of the Over-allotment Option, the Company will have a right to purchase up to 468,750 shares of Common Stock (the "Call Right"), subject to adjustment, from the Existing 3 Stockholders. The Company shall exercise this Call Right to purchase shares only in an amount sufficient to cause the Existing Stockholders to maintain control over 20% of Common Stock then outstanding after giving effect to the Offering and the exercise, if any, of the Over-Allotment Option. The Call Right shall be exercisable for a 20-day period following expiration or termination of the Over-Allotment Option, and the price for each share of Common Stock pursuant to this Call Right shall be $0.0046 per share, subject to adjustment. IV. Miscellaneous. A. Affiliates and Designees. Each of the undersigned may notify the Company that all or part of his or her D&O Rights purchase commitment will be made by an affiliate of the undersigned (or another person or entity introduced to the Company by the undersigned (a "Designee"), and in such event, the Company will sell such D&O Rights to said affiliate or Designee; provided, however, that each of the undersigned hereby agrees to make payment of the purchase price of such D&O Rights purchase in the event that the affiliate or Designee fails to make such payment. B. Requests from the Division. Upon request of the Division of Market Regulation (the "Division") of the SEC, each of the undersigned agrees to make himself or herself available to respond to inquiries from the Division regarding purchases of D&O Rights, conversions of D&O Rights into D&O Warrants and/or the exercise of D&O Warrants for shares of Common Stock. C. Transfer Restrictions. Each of the undersigned shall not offer, pledge, sell, transfer or otherwise dispose of, either directly or indirectly, any Shares, D&O Rights or D&O Warrants until after the later of one year or the consummation of an initial business combination in accordance with the Insider Letter, dated as of March ___, 2006 by and among the Company's directors and officers, their affiliates and/or their designees, the Company and the Underwriter. Notwithstanding the foregoing, the purchasers of the Shares or D&O Rights are permitted to effect the following transfers of the Shares, D&O Rights or D&O Warrants: (a) transfers resulting from the death of any of the purchasers, (b) transfers by operation of law, (c) any transfer for estate planning purposes to persons immediately related to the transferor by blood, marriage or adoption, or (d) transfers to any trust solely for the benefit of such transferor and/or the persons described in the preceding clause; provided that the transferees receiving such Shares, D&O Rights or D&O Warrants will be subject to the same sale restrictions imposed on the Company's directors and officers, their affiliates and/or their designees who initially purchased the Shares or D&O Rights from the Company. D. Severability. If any provision of this Letter, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Letter, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. E. Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of New York. 4 F. Successors and Assigns. This Letter shall be binding on each of the undersigned and its successors and assigns. G. Amendments. This Letter may only be amended by a written instrument executed by each of the parties hereto. H. Entire Agreement. This Letter (together with the other agreements and documents being delivered pursuant to or in connection with this Letter) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. I. Execution in Counterparts. This Letter may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. [Remainder of page intentionally left blank.] 5 Very truly yours, __________________________________ __________________________________ William R. de Jonge Katherine Alice Levine Trust By: __________________________________ __________________________________ Scott A. Levine Name: Sarah F. Levine Trust By: __________________________________ Francis E. Lauricella, Jr. __________________________________ Name: William R. Levine Trust By: __________________________________ __________________________________ Pickering/Lauricella Revocable Trust Name: David A. Levine Trust By: By: __________________________________ __________________________________ Name: Henrietta Clare de Jonge Trust Paula S. Butler By: __________________________________ __________________________________ Laurence N. Strenger Margaux Smith Butler __________________________________ __________________________________ Laurence N. Strenger, a Corporation Nina Simmons Butler By: __________________________________ __________________________________ Mark Johnston Butler E. Miles Prentice, III SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT

Accepted and agreed as of the date hereof: NORTH AMERICAN INSURANCE LEADERS, INC. ______________________________ By: William R. de Jonge Title: President SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT WARRANT PURCHASE ORDER I:\EDGAR\North American Insurance Leaders, Inc. (NAIL)\s1a_030906\ex10-10.rtf SCHEDULE 1 THE SELLERS ----------- Katherine Alice Levine Trust Sarah F. Levine Trust William R. Levine Trust David A. Levine Trust William R. de Jonge Paula S. Butler Pickering/Lauricella Revocable Trust Laurence N. Strenger, a Corporation SCHEDULE 2 NUMBER OF SHARES PURCHASED & SOLD ---------------------------------

(1) $100,000/$7.30 per share = 13,699 shares. (2) $25,000/4,687,500 outstanding shares = $0.0053333/share; $0.0053333/share x 13,699 = $73.06. (3) Sale effected on November 22, 2005. (4) Two-for-three reverse stock split effected on March [14], 2006. SCHEDULE 3