PATRIOT RISK MANAGEMENT, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • New York
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. and FOX-PITT KELTON COCHRAN CARONIA WALLER, LLC, as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209
PATRIOT RISK MANAGEMENT, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • New York
Patriot Risk Management, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the underwriters listed on Schedule I hereto (collectively, the “Underwriters”) for whom FBR Capital Markets & Co. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of 17,000,000 shares (the “Initial Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 2,550,000 additional shares of Common Stock (the “Option Shares”) to cover over-allotments, if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 2nd, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
This Executive Employment Agreement (“Agreement”), is entered into and effective as of September 29, 2008 (the “Effective Date”), by and between Patriot Risk Management, Inc. (the “Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 401 East Las Olas Boulevard, Suite 1540, Fort Lauderdale, Florida 33301, and Charles K. Schuver (“Executive”).
WORKERS’ COMPENSATION EXCESS OF LOSS REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) between GUARANTEE INSURANCE COMPANY FORT MILL, SOUTH CAROLINA (hereinafter referred to as the “Reinsured”) and THE SUBSCRIBING REINSURERS SPECIFIED...Workers’ Compensation Excess of Loss Reinsurance Agreement • May 13th, 2008 • Suncoast Holdings, Inc
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of July 10, 2009 (the “Effective Date”), by and between Patriot Risk Management, Inc. (the “Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 401 East Las Olas Boulevard, Suite 1540, Fort Lauderdale, Florida 33301, and Theodore G. Bryant (“Executive”).
WORKERS COMPENSATION REINSURANGE AGREEMENT QUOTA SHARE AGREEMENT and AGGREGATE EXCESS OF LOSS BETWEEN GUARANTEE INSURANCE COMPANY, (hereinafter referred to as the “Company”) AND SEGREGATED PORTFOLIO 110, A SEGREGATED PORTFOLIO OF CALEDONIAN...Workers Compensation Reinsurance Agreement • May 13th, 2008 • Suncoast Holdings, Inc • South Carolina
SunCoast Holdings, Inc.. 2006 Stock Option Plan AWARD AGREEMENTStock Option Agreement • May 13th, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Delaware
This option award agreement (the “Award Agreement”), effective as of , 200 (the “Award Date”), is entered into by and between SunCoast Holdings, Inc., a Delaware corporation (the “Company”) and , an employee of the Company (the “Grantee”).
PROGRAM ADMINISTRATOR AGREEMENT Alternative Market Workers Compensation Insurance Program Patriot Underwriters, Inc. And ULLICO Casualty Company Effective as of April 1, 2009Program Administrator Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • New York
This Program Administrator Agreement (the “Agreement”), by and between ULLICO Casualty Company, a Delaware corporation with principal offices at 1625 Eye Street, NW Washington, DC 20006 (the “Company”) and Patriot Underwriters, Inc. a Delaware corporation with principal offices at 301 East Las Olas Boulevard, 7th Floor, Fort Lauderdale, Florida 33301 (the “Program Administrator” or “PA”), is entered into this 14 day of April, 2009 (the “Effective Date”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 9th, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Kansas
This Stock Pledge Agreement (this “Agreement”) is made effective as of the 30th day of March, 2006 (the “Effective Date”) by and between SunCoast Holdings, Inc., a Delaware corporation (“Pledgor”) and Brooke Credit Corporation, a Kansas corporation (“Pledgee”).
CONTRIBUTION AGREEMENTContribution Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of April 20, 2007, by and between Steven M. Mariano, an individual residing in the State of Florida (“Mariano”), and SunCoast Holdings, Inc., a Delaware corporation (“SunCoast”).
WORKERS’ COMPENSATION QUOTA SHARE REINSURANCE CONTRACT issued to GUARANTEE INSURANCE COMPANY Fort Lauderdale, FloridaWorkers’ Compensation Quota Share Reinsurance Contract • October 2nd, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
INDEMNIFICATION AND PLEDGE AGREEMENTIndemnification Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
THIS INDEMNIFICATION AND PLEDGE AGREEMENT (this “Agreement”) is made as of January 15, 2009, by and between STEVEN M. MARIANO (the “Indemnitor”) and PATRIOT RISK MANAGEMENT, INC., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of the 18th day of December, 2009 (the “Effective Date”) by and between Argonaut Insurance Company (“Seller”) and Patriot National Insurance Group, Inc. (“Buyer”).
Re: Commercial Loan Agreement, dated as of December 31, 2008 (the “Loan Agreement”), by and between (i) Patriot Risk Management, Inc., PRS Group, Inc., Guarantee Insurance Group, Inc., Patriot Risk Services, Inc., Patriot Risk Management of Florida,...Commercial Loan Agreement • December 11th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance
Reference is hereby made to the Loan Agreement. Unless otherwise defined herein, capitalized terms shall have their respective meanings set forth in the Loan Agreement.
CALEDONIAN REINSURANCE SPCRenewal Participation Agreement • May 13th, 2008 • Suncoast Holdings, Inc
This Agreement sets out the terms which have been agreed in respect of the participation of the Shareholder in the Segregated Portfolio:
Patriot Risk Management, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Delaware
Patriot Risk Management, Inc. (the “Company”) hereby awards to the Holder (the “Holder”) the number of shares of the presently authorized but unissued Common Stock, $.001 par value per share, of the Company (the “Restricted Stock”) set forth above pursuant to the Patriot Risk Management, Inc. 2010 Stock Incentive Plan (the “Plan”).
WORKERS’ COMPENSATION EXCESS OF LOSS REINSURANCE AGREEMENT GIC-002/2007 (hereinafter referred to as the “Agreement” ) between GUARANTEE INSURANCE COMPANY, NAIC #11398, FORT LAUDERDALE, FLORIDA (hereinafter referred to as the “Reinsured”) and THE...Workers’ Compensation Excess of Loss Reinsurance Agreement • May 13th, 2008 • Suncoast Holdings, Inc
COLLATERAL CARRY FORWARD AGREEMENT FOR OWNER OF SEGREGATED PORTFOLIO IN CALEDONIAN REINSURANCE SPCCollateral Carry Forward Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
THIS COLLATERAL CARRY FORWARD AGREEMENT, dated as of the 16th day of August, 2005 (referred to herein as the “Agreement”), is entered into by and between WESTWIND HOLDING COMPANY, LLC, a Florida limited liability corporation (referred to herein as “Shareholder”), PROGRESSIVE EMPLOYER SERVICES III, L.L.C., (referred to herein as the “Insured”), and GUARANTEE INSURANCE COMPANY, a South Carolina corporation (referred to herein as “GIC”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Delaware
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made as of December 31, 2008 by and among (i) the holders of the Existing Lenders Debt (as defined herein) set forth on Schedule A attached hereto (collectively, the “Existing Lenders”), (ii) Ullico Inc., a Maryland corporation (“Ullico”), and (iii) Patriot Risk Management, Inc. (“PRM”), PRS Group, Inc., Guarantee Insurance Group, Inc. (“GIGI”), Patriot Risk Services, Inc., Patriot Risk Management of Florida, Inc., and SunCoast Capital, Inc., each a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of the 4th day of March, 2008 (the “Effective Date”) by and among SunTrust Bank Holding Company (“Seller”) and Guarantee Insurance Group, Inc. (“Buyer”) and solely for purposes of Section 9.2, Madison Insurance Company (the “Company”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 2nd, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of September 8, 2008 (the “Effective Date”), by and between PRS Group, Inc. and Patriot Risk Management, Inc. (collectively the “Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 301 East Las Olas Boulevard, 7th Floor, Fort Lauderdale, Florida 33301, and Timothy J. Ermatinger (“Executive”).
QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) GIC-005/2007 between GUARANTEE INSURANCE COMPANY (hereinafter referred to as the “Company”) and NATIONAL INDEMNITY INSURANCE COMPANY (hereinafter referred to as the...Quota Share Reinsurance Agreement • May 13th, 2008 • Suncoast Holdings, Inc
This Agreement is to indemnify the Reinsured as set forth herein in respect of the net excess liability which may accrue to the Reinsured under all policies, Agreements, binders and other evidences of insurance or reinsurance, whether oral or written (hereinafter called “policies”), classified by the Reinsured as Traditional Workers’ Compensation becoming effective on and after the inception date of this Agreement, including renewals.
WAIVERWaiver • May 13th, 2008 • Suncoast Holdings, Inc
This WAIVER(“Waiver”) is made and entered into as of March 5, 2008 by and among PATRIOT RISK MANAGEMENT, INC., a Delaware corporation (the “Company”), WESTWIND HOLDING COMPANY, LLC, a Florida limited liability company (“Investor”), and STEVEN M. MARIANO, a resident of Miami-Dade County, Florida, and the majority stockholder of the Company (the “Majority Stockholder”), said corporation, limited liability company and individual are referred to herein as the “Parties”.
4th AMENDMENT TO COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • October 2nd, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Kansas
THIS 4th AMENDMENT dated as of September 11 , 2008 (the “Agreement”) is made to and a part of the Commercial Loan Agreement (the “CLA”) and Addendum thereto dated March 30, 2006 (the “CLA Addendum” and together with the CLA, the “Loan Agreement”) by and between ALERITAS CAPITAL CORPORATION f/k/a BROOKE CREDIT CORPORATION (“LENDER”) and PATRIOT RISK MANAGEMENT, INC. (formerly known as SUNCOAST HOLDINGS, INC.), a Delaware corporation (“PRM”), GUARANTEE INSURANCE GROUP, INC. (formerly known as BRANDYWINE INSURANCE HOLDINGS, INC.), a Delaware corporation (“GIG”), and PATRIOT RISK SERVICES, INC., a Delaware corporation (“PRS”), as amended by that certain Amendment to Commercial Loan Agreement dated as of September 27, 2007 (“1st Amendment”) by and among Lender, SH, BIH, PRS, SUNCOAST CAPITAL, INC. (“SCI”), PRS GROUP, INC. (formerly known as PATRIOT RISK MANAGEMENT, INC.) (“PRG”), and PATRIOT RISK MANAGEMENT OF FLORIDA, INC. (“PRMF”) (PRM, GIG, PRS, SCI, PRG and PRMF collectively referred to
CALEDONIAN REINSURANCE SPCShareholder Agreement • May 13th, 2008 • Suncoast Holdings, Inc
This Agreement sets out the terms which have been agreed in respect of the participation of the Shareholder in Segregated Portfolio 110.
FLORIDA, GEORGIA & NEW JERSEY PRIMARY TRADITIONAL MARKET WORKERS’ COMPENSATION QUOTA SHARE REINSURANCE CONTRACT issued to GUARANTEE INSURANCE COMPANY Fort Lauderdale, FloridaWorkers’ Compensation Quota Share Reinsurance Contract • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
BORROWER NAME AND ADDRESS LENDER NAME AND ADDRESS LOAN DESCRIPTION Sun Coast Holdings, Inc., Brandywine Insurance Brooks Credit Corporation Holdings, Inc., and Patriot Risk services, Inc. 10050 Grandview Dr., Ste. #600 Number 5137Commercial Loan Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Kansas
LOAN STRUCTURE. This Commercial Loan Agreement (Agreement) contemplates þ a single advance term Loan o a multiple advance draw Loan o a revolving multiple advance draw Loan. The principal balance will not exceed $5,652,000.00. Borrower will pay down a revolving draw Loan’s outstanding Principal in $ (Pay Down Balance) (Time Period). This Loan is for o agricultural þ business purposes. o Borrower may not voluntarily prepay the Loan in full at any time. þ Borrower may prepay the Loan under the following terms and conditions (Any partial prepayment will not excuse any later scheduled payments until the Loan is paid in full) at any time subject to the payment of the prepayment premium hereinafter described,
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • May 13th, 2008 • Suncoast Holdings, Inc
SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment and performance of the following described Secured Debts that (check one) þ Debtor o (Borrower) owes to Secured Party:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
THIS PURCHASE AND SALE AGREEMENT, dated as of this 1st day of January, 2006 (referred to herein as the “Agreement”) is entered into by and between THE TARHEEL GROUP, INC., a Delaware corporation, and TARHEEL INSURANCE MANAGEMENT COMPANY, a Delaware corporation and subsidiary of THE TARHEEL GROUP, INC. (both referred to collectively herein as “Sellers”), and SUNCOAST HOLDINGS, INC., a Delaware corporation (referred to herein as “Purchaser”).
MANAGING GENERAL AGENCY AGREEMENTManaging General Agency Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Utah
This MANAGING GENERAL AGENCY AGREEMENT (“Agreement”) is entered into effective as of December 15, 2009 (“Effective Date”) by and between ADVANTAGE WORKERS COMPENSATION INSURANCE COMPANY, an Indiana domiciled insurance company (“Company”), on the one hand, and PATRIOT UNDERWRITERS INC., a Delaware corporation (“PUI”), PATRIOT RISK SERVICES, INC., a Delaware corporation (“PRS”) (PRS and PUI collectively referred to as “MGA”), and PATRIOT RISK MANAGEMENT, INC., a Delaware corporation (‘PRM”)(PRM and MGA collectively referred to as “Patriot”), on the other hand, with reference to the following recitals of fact:
SUBORDINATED DEBENTURESubordinated Debenture • July 9th, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
THIS SUBORDINATED DEBENTURE, dated this 16th day of August, 2005 (the “Debenture”), is entered into by and between SUNCOAST HOLDINGS, INC., a Delaware corporation (the “Borrower”), and Westwind Holding Company, LLC, a Florida limited liability corporation (the “Lender”).
Workers’ Compensation Quota Share Reinsurance Contract Effective: July 1, 2009 issued to Guarantee Insurance Company Fort Lauderdale, Florida and any other insurance companies and/or affiliates which are now or hereafter come under the ownership,...Workers’ Compensation Quota Share Reinsurance Contract • December 11th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of July 29, 2004, by and between SunCoast Holdings, Inc., a Delaware corporation (the “Company”), Westwind Holding Company, LLC, a Florida limited liability company (“Investor”), and Steven M. Mariano, a resident of Miami-Dade County, Florida, and the majority stockholder of the Company (the “Majority Stockholder”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 2nd, 2008 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of July 24, 2008, is by and among SunTrust Bank Holding Company (“Seller”) and Guarantee Insurance Group, Inc. (“Buyer”).
AMENDMENT TO COMMERCIAL LOAN AGREEMENT (INCLUDING JOINDER OF ADDITIONAL BORROWERS)Commercial Loan Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Kansas
THIS AMENDMENT dated as of September 27, 2007 is made to and a part of the Commercial Loan Agreement and Addendum thereto (the “CLA Addendum”) dated March 30, 2006 (the “Loan Agreement”) by and between BROOKE CREDIT CORPORATION (“LENDER”) and SUNCOAST HOLDINGS, INC., a Delaware corporation (“SH”), BRANDYWINE INSURANCE HOLDINGS, INC., a Delaware corporation (“BIH”), and PATRIOT RISK SERVICES, INC., a Delaware corporation (“PRS”).
