EXCHANGE AGREEMENT , dated as of the __ day of June, 2010, by and between
KINGSTONE COMPANIES, INC. , a Delaware corporation (the “Company”) , and
__________________________ (the “Holder”).
WHEREAS , the Holder is the holder of ____________ (___) fully paid and nonassessable shares of
Series E Preferred Stock of the Company (the “Series E Shares”).
WHEREAS , the Company has offered to issue shares of Common Stock of the Company (the
“Common Shares’) in exchange for the Series E Shares.
WHEREAS , the Holder desires to exchange the Series E Shares for the Common Shares.
NOW, THEREFORE , the parties agree as follows:
1. The Company shall issue to the Holder a certificate representing _____________ (___) Common
Shares in exchange for _____________ (___) Series E Shares at an effective price of one dollar sixty-
five cents ($1.65) per share for the Common Shares.
2. Simultaneously herewith, the stock certificate representing the Series E Shares is being returned to the
Company for cancellation.
3. The Holder acknowledges that it has reviewed the Series E Certificate of Designations and understands
the terms of the Series E Shares, including the following:
(a) the Series E Shares are mandatorily redeemable by the Company on July 31, 2011;
(b) the Series E Shares provide for a cash dividend of eleven and one-half percent (11.5%) of the
Original Issue Price (as defined in the Series E Certificate of Designations); and
(c) the Series E Shares provide for a conversion price of two dollars ($2.00) per share, subject to
adjustment as provided for therein.
4. The Holder also acknowledges that the Common Shares being issued to it:
(a) are not entitled to a preferential dividend (as is the case with the Series E Shares); and
(b) are not mandatorily redeemable by the Company (as is the case with the Series E Shares).
5. Notwithstanding the exchange provided for herein, the Holder shall be entitled