Securities Purchase
Assignment and Assumption Agreement
This Securities
Purchase Assignment and Assumption Agreement (the
“Agreement”) is made and entered into as of
June 10, 2009 by and between Risk Transfer Holdings, Inc.
(“RTH”), Risk Transfer Programs, LLC
(“RTP”) and Specialty Underwriters’ Alliance,
Inc. (the “Company”).
WHEREAS, RTH
wishes to transfer to RTP the rights, authority and obligations as
Partner Agent, as defined by the Amended and Restated SUA Insurance
Company Partner Agent Program Agreement (the “Partner Agent
Agreement”) dated June 10, 2009 and entered into by the
Company and RTH;
WHEREAS, in
connection with the