CONIFER HOLDINGS, INC. No Par Value Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2015 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
Conifer Holdings, Inc. a Michigan corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] shares (the “Firm Shares”) of the Company’s Common Stock, $[ ] par value per share (the “Common Stock”), to the several underwriters named in Schedule I (collectively, the “Underwriters”), for whom BMO Capital Markets Corp. (“BMOCM”) and Raymond James & Associates, Inc. (“Raymond James”) are acting as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional [ ] shares of Common Stock (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
Conifer Holdings, Inc. $10,000,000 12.5% Senior Secured Notes due September 30, 2028 SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of September 30, 2023Note Purchase Agreement • November 13th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
Conifer Holdings, Inc., a Michigan corporation (the “Company”), agrees with each of the Purchasers to amend and restate the Amended and Restated Note Purchase Agreement dated as of September 25, 2018, as amended by the First Amendment dated as of December 13, 2018, the Second Amendment dated as of June 21, 2019 and Third Amendment dated May 9, 2022 (as so amended and as otherwise amended, restated, supplemented or modified prior to the date hereof, the “Existing Note Purchase Agreement”), as follows:
CONIFER HOLDINGS, INC. % Senior Unsecured Notes due UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2018 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
AMENDED AND Restated NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 12th, 2020 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
This Second Amendment dated as of June 21, 2019 (the or this “First Amendment”) to the Note Purchase Agreement dated as of September 29, 2017, is between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).
EXECUTION VERSION Conifer Holdings, Inc. $30,000,000 8% Subordinated Notes due September 29, 2032 ______________ NOTE PURCHASE AGREEMENT ______________ Dated September 29, 2017 25598028Conifer Holdings, Inc. • September 11th, 2018 • Fire, marine & casualty insurance • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • July 2nd, 2015 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (“Amendment”) dated as of May 4, 2015, by and between Conifer Holdings, Inc., a Michigan corporation (“Company”) and Comerica Bank (“Bank”).
LEASELease • July 2nd, 2015 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS LEASE is made between the Landlord and Tenant hereinafter identified in Paragraph 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties for the “Demised Premises” in the “Building” as defined in Paragraph 2 hereof on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.
CONIFER HOLDINGS, INC. AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 29, 2014 COMERICA BANKCredit Agreement • July 2nd, 2015 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS AMENDED AND RESTATED CREDIT AGREEMENT, made as of the 29th day of September, 2014, by and between CONIFER HOLDINGS, INC., a Michigan corporation (herein called “Company”) and COMERICA BANK (herein called “Bank”),
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 13th, 2020 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (“Amendment”), is made as of the 24th day of April, 2020, by and among CONIFER HOLDINGS, INC. (“Borrower”) and THE HUNTINGTON NATIONAL BANK (“Bank”).
SIXTH AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • August 11th, 2022 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (“Amendment”), is made as of the 8th day of August, 2022, by and among CONIFER HOLDINGS, INC. (“Borrower”) and THE HUNTINGTON NATIONAL BANK (“Bank”).
EMPLOYMENT AGR EEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of theEmployment Agr Eement • April 1st, 2024 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
\ the 18 of December , 2023, by and between CONIFER HOLDINGS , IN C., a M ichigan corporation (the "Company") and N ICHOLAS J. PETCO FF (the "Executive").
AMENDMENT TO FIRST SUPPLEMENTAL INDENTURE AMENDMENT TO FIRST SUPPLEMENTAL INDENTURE, dated as of October 12, 2018 (“Amendment”), to the First Supplemental Indenture (as defined below), which supplemented the Base Indenture (as defined below), between...Indenture • October 12th, 2018 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • September 14th, 2015 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (“Amendment”) dated as of August 6, 2015, by and between Conifer Holdings, Inc., a Michigan corporation (“Company”) and Comerica Bank (“Bank”).
CONIFER HOLDINGS, INC.Note Purchase Agreement • May 26th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
This Third Amendment dated as of May 9, 2022 (this “Third Amendment”) to the Amended and Restated Note Purchase Agreement dated as of September 25, 2018 is between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).
qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (collectively, the “Trust Indenture Act”). The Registration Statement has been declared effective by the Commission on September 19, 2018. Each...Conifer Holdings, Inc. • September 24th, 2018 • Fire, marine & casualty insurance • New York
Waiver LetterConifer Holdings, Inc. • May 17th, 2022 • Fire, marine & casualty insurance
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • Michigan
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2023 by and between Conifer Holdings Inc., a Michigan corporation (the “Company”), and Clarkston 91 West LLC, a Michigan limited liability company (“Purchaser”).
LIMITED WAIVER REGARDING SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT March 27, 2024Note Purchase Agreement • April 1st, 2024 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
Reference is made to that certain Second Amended and Restated Note Purchase Agreement dated as of September 30, 2023 (as amended, modified or revised from time to time prior to the date hereof, including by that certain First Amendment to Second Amended and Restated Note Purchase Agreement dated as of December 13, 2023, the “Note Purchase Agreement”), between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and Elanus Capital Investments Master SP Series 3, a S.P. of Elanus Capital Investments Master SPC (the “Purchaser”), whereby the Company issued to the Purchaser $10,000,000 aggregate principal amount of its 12.5% Senior Secured Notes due September 30, 2028 (the “Senior Secured Notes”). Capitalized terms used but not defined in this Limited Waiver Regarding Second Amended and Restated Note Purchase Agreement (this “Waiver”) shall have the meanings given to such terms in the Note Purchase Agreement.
LEASELease • April 1st, 2024 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
GENERAL NOTES:1.ALL CONSTRUCTION SHALL BE PERFORMED IN ACCORDANCE WITH ALL APPLICABLE CODES AND LOCAL ORDINANCES.2.ALL GLAZING TO COMPLY WITH APPLICABLE CODES.3.ALL WOOD BLOCKING TO BE NON-COMBUSTIBLE.4.ALL CONSTRUCTION AND FINISHES SHALL BE IN ACCORDANCE WITH BUILDING STANDARD SPECIFICATIONS. 5.ALL ELECTRICAL OUTLETS, TELEPHONE OUTLETS, AND LIGHT FIXTURES SHOWN ON THIS PLAN ARE FOR LOCATION PURPOSES ONLY.6.REFER TO RELATED SUPPLEMENTAL DOCUMENTATION PREPARED BY OTHER LICENSED PROFESSIONALS FOR MECHANICAL, PLUMBING, ELECTRICAL AND FIRE PROTECTION INFORMATION. BUILDING DATA BUILDING: TROY PLACE - 3001 BUILDINGYEAR BUILT: 1973GROSS FLR. AREA (TYP. FLR.): 35,000 SFFLOORS ABOVE GRADE PLANE:ZONING: OSCUSE GROUP:TYPE OF CONSTRUCTION: II-BFIRE SUPPRESSION: FULLY SPRINKLEDDEMISING WALLS: NO FIRE RATING REQUIRED CONIFER HQ 3001 W. BIG BEAVER ROAD SUITE 2008,742 RSFNOTE: ALL ROOM SIZES ARE APPROXIMATE AND SUBJECT TO FIELD VERIFICATION.DO NOT SCALE DRAWING 3001 KEY PLAN 200 W M T/E J T/E A1
AMENDMENT TO PROMISSORY NOTEPromissory Note • August 11th, 2021 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
This Amendment to Promissory Note (“Amendment”) is dated June 18, 2021, and made by and between CONIFER HOLDINGS, INC. (“Borrower”), and THE HUNTINGTON NATIONAL BANK
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 30th, 2015 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) dated as of June 29, 2015, by and between Conifer Holdings, Inc., a Michigan corporation (“Company”) and Comerica Bank (“Bank”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 15th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
This SECOND SUPPLEMENTAL INDENTURE, dated as of [____], 2023 (this “Second Supplemental Indenture”), between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”), supplementing the Indenture, dated as of September 24, 2018 (the “Original Indenture”), between the Company and the Trustee.
Dealer Manager AgreementDealer Manager Agreement • June 15th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
Conifer Holdings Inc., a Michigan corporation (the “Company”), proposes to offer to exchange (the “Exchange Offer”) 9.75% Senior Unsecured Notes due 2028 (the “New Notes”) of the Company in exchange for any and all of its outstanding 6.75% Senior Unsecured Notes due 2023 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer Materials. The New Notes issued in the Exchange Offer are to be issued pursuant to an indenture, as amended, supplemented or modified from time to time, (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Company has caused the Exchange Offer Materials to be prepared and furnished to you for use in connection with the Exchange Offer.
Waiver LetterConifer Holdings, Inc. • May 17th, 2022 • Fire, marine & casualty insurance
THIRD AMENDMENT Dated as of May 9, 2022 to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of September 25, 2018 RE: $10,500,000 7.5%/12.5% Subordinated Notes due September 30, 2038Note Purchase Agreement • May 17th, 2022 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
This Third Amendment dated as of May 9, 2022 (this “Third Amendment”) to the Amended and Restated Note Purchase Agreement dated as of September 25, 2018 is between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).
CONIFER HOLDINGS, INC. Form of Restricted Share Unit Award Agreement Under 2015 Omnibus Incentive PlanConifer Holdings, Inc. • September 14th, 2015 • Fire, marine & casualty insurance • Michigan
Prior to the vesting of the Restricted Share Units, Grantee shall have no rights of a shareholder with respect to the Shares issuable upon vesting of the Restricted Share Units.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2021 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”), is made as of the 18th day of June, 2021, by and among CONIFER HOLDINGS, INC. (“Borrower”) and THE HUNTINGTON NATIONAL BANK (“Bank”).
Placement Agent AgreementPlacement Agent Agreement • June 15th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
Conifer Holdings Inc., a Michigan corporation (the “Company”), proposes to offer up to a maximum aggregated principal amount of its 9.75% Senior Unsecured Notes due 2028 (the “New Notes”) in a “reasonable best efforts” public offering (the “New Money Offering”). The New Notes issued in the New Money Offering are to be issued pursuant to an indenture, as amended, supplemented or modified from time to time, (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The sale and issuance of the New Notes pursuant to the New Money Offering is expected to close on the same date (the “Closing Date”) as the completion of the proposed exchange offer by the Company (the “Exchange Offer”) of New Notes for any and all of its outstanding 6.75% Senior Unsecured Notes due 2023. The Company has caused the Offering Materials to be prepared and furnished to you for use in connection with the New Money Offering.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2020 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
as of the 19th day of June, 2020 (and is effective as of June 19, 2020), by and among CONIFER HOLDINGS, INC. (“Borrower”) and THE HUNTINGTON NATIONAL BANK (“Bank”).
CROSS REFERENCE SHEET Between Provisions of Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939 and the Indenture dated as of, between Conifer Holdings, Inc., as issuer, and Wilmington Trust, National Association, as trustee....Indenture • September 24th, 2018 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
FIRST SUPPLEMENTAL INDENTURE Dated as of , 2018 between CONIFER HOLDINGS, INC., as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee to Indenture Dated as of , 2018 % Senior Unsecured Notes due 20First Supplemental Indenture • September 10th, 2018 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
This FIRST SUPPLEMENTAL INDENTURE, dated as of , 2018 (this “First Supplemental Indenture”), between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”), supplementing the Indenture, dated as of , 2018 (the “Original Indenture”), between the Company and the Trustee.
AMENDMENT TO PROMISSORY NOTEConifer Holdings, Inc. • August 12th, 2020 • Fire, marine & casualty insurance
This Amendment to Promissory Note (“Amendment”) is dated June 19, 2020 (and is effective as of June 19, 2020), and made by and between CONIFER HOLDINGS, INC. (“Borrower”), and THE HUNTINGTON NATIONAL BANK (“Lender”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 12th, 2020 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (“Amendment”), is made as of the ____ day of June, 2019 (and is effective as of June 21, 2019), by and among CONIFER HOLDINGS, INC. (“Borrower”) and THE HUNTINGTON NATIONAL BANK (“Bank”).
