UNDERWRITING AGREEMENT betweenUnderwriting Agreement • June 2nd, 2023 • FG Financial Group, Inc. • Fire, marine & casualty insurance • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • February 25th, 2014 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
Up to $10,000,000 Shares of Common Stock ATM Sales AgreementAtm Sales Agreement • November 3rd, 2022 • FG Financial Group, Inc. • Fire, marine & casualty insurance • New York
FG Financial Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 8th, 2024 • FG Financial Group, Inc. • Fire, marine & casualty insurance • Nevada
THIS AGREEMENT is made this _______ day of _____________, 20__ by and between Fundamental Global Inc., a Nevada corporation (the “Corporation”), and ____________________________ (the “Director and/or Officer”).
●] SharesUnderwriting Agreement • February 13th, 2018 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • New York
The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 20th, 2022 • FG Financial Group, Inc. • Fire, marine & casualty insurance • Nevada
This AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of October 19, 2022, is entered into by and between FG Financial Group, Inc., a Delaware corporation (the “Company”), and FG Financial Group, Inc.., a Nevada corporation and a wholly owned subsidiary of the Company (“NewCo”).
Executive Restricted Stock Unit Agreement Under Share-Matching ProgramRestricted Stock Unit Agreement • December 19th, 2017 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2014 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This Registration Rights Agreement (this “Agreement”), is made and entered into as of February 28, 2014, by and among 1347 PROPERTY INSURANCE HOLDINGS, INC., a Delaware corporation (the “Company”), and Kingsway America Inc., an Ontario and wholly owned subsidiary of Kingsway Financial Services Inc. (the “Investor”).
SHARED SERVICES AGREEMENTShared Services Agreement • August 11th, 2022 • FG Financial Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS AMENDED AND RESTATED SHARED SERVICES AGREEMENT (this “Agreement”) is made as of August 11, 2022 (the “Effective Date”) by and between FG Financial Group, Inc., a Delaware corporation (the “Company”), and Fundamental Global Management, LLC, a Delaware limited liability company (the “FGM”). Each party hereto shall be referred to as, individually, a “Party” and, collectively with each other Party, the “Parties.” This Agreement amends and restates in its entirety the prior Shared Services Agreement between the Company and FGM dated effective as of March 31, 2020.
Management Services AgreementManagement Services Agreement • May 20th, 2014 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This Management Services Agreement (this “Agreement”) is entered into between 1347 Advisors LLC, a Delaware limited liability company (“1347 Advisors”), and 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”), and is effective February 11, 2014 (the “Effective Date”).
ContractRestricted Share Agreement • June 1st, 2018 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
OPTION AGREEMENTOption Agreement • May 20th, 2014 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
OPTION AGREEMENT dated as of February 28, 2014 (this “Agreement”) between Douglas N. Raucy (“Raucy”) and 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH” or the “Company”).
Agreement to Buyout and ReleaseBuyout and Release Agreement • February 27th, 2015 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This Agreement to Buyout and Release (this “Agreement”) is entered into between 1347 Advisors LLC, a Delaware limited liability company (“1347 Advisors”), and 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”), and is effective as February 24, 2015. Each of 1347 Advisors and PIH may be referred to individually as a “Party” and collectively as the “Parties”. Unless otherwise stated, all capitalized terms used in this Agreement have the meanings set forth in Section 12 of this Agreement.
STANDSTILL AGREEMENTStandstill Agreement • December 2nd, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
THIS Standstill Agreement (this “Agreement”) is made as of December 2, 2019 (the “Effective Date”) by and between FEDNAT HOLDING COMPANY, a Florida corporation (“FedNat”), and 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”). Each of FedNat and PIH are, at times, individually referred to herein as a “Party,” and collectively referred to herein as the “Parties.”
EQUITY PURCHASE AGREEMENT by and between FEDNAT HOLDING COMPANY, a Florida corporation and a Delaware corporation MAISON MANAGERS, INC., a Delaware corporation MAISON INSURANCE COMPANY, a Louisiana corporation and CLAIMCOR, LLC, a Florida limited...Equity Purchase Agreement • February 25th, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is dated as of February 25, 2019 (the “Effective Date”), and is by and between FEDNAT HOLDING COMPANY, a Florida corporation (“Purchaser”), 1347 PROPERTY INSURANCE HOLDINGS, INC., a Delaware corporation (“Parent”), MAISON MANAGERS, INC., a Delaware corporation (“MM”), MAISON INSURANCE COMPANY, a Louisiana corporation (“MIC”), and CLAIMCOR, LLC, a Florida limited liability company (“CC” and, together with MM and MIC, each, a “Company” and, together, the “Companies”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 20th, 2014 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of February 28, 2014 (the “Effective Date”) by and between 1347 Advisors LLC a limited liability company organized under the laws of the State of Delaware (the “Licensor”), and 1347 Property Insurance Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Corporation”) (each a “party,” and collectively, the “parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance
This Agreement is made pursuant to the Equity Purchase Agreement dated as of February 25, 2019 by and between the Company, Parent, Maison Managers, Inc., a Delaware corporation, Maison Insurance Company, a Louisiana corporation, and ClaimCor, LLC, a Florida limited liability company (the “Purchase Agreement”).
FUNDAMENTAL GLOBAL ASSET MANAGEMENT, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of: August 6, 2021 INTERESTS IN THE COMPANY MAY ONLY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED SUBJECT TO THE LIMITATIONS AND RESTRICTIONS...Limited Liability Company Agreement • August 16th, 2021 • FG Financial Group, Inc. • Fire, marine & casualty insurance • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) of FUNDAMENTAL GLOBAL ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), is made this August 6, 2021, by and between FG Financial Group, Inc., a Delaware corporation (“FGF”), and Fundamental Global, LLC, a Delaware limited liability company (“FG”). This Agreement amends and restates in its entirety the Limited Liability Company Agreement of the Company dated March 31, 2020. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Article II.
AGREEMENT REGARDING RESIGNATION AND ACCELERATION OF EQUITY AWARDSAgreement Regarding Resignation and Acceleration of Equity Awards • December 2nd, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This AGREEMENT (this “Agreement”) is made and entered into on December 2, 2019 by and between 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”), and Dean E. Stroud, an individual (the “Executive”).
TRANSITION SERVICES AGREEMENT BY AND AMONG KINGSWAY AMERICA INC., AND DATED AS OF , 2014Transition Services Agreement • January 10th, 2014 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [ , 2014], (the “Effective Date”) by and among Kingsway America Inc., a Delaware corporation (“Kingsway”), and 1347 Property Insurance Holdings, Inc, a Delaware corporation (“PIH”). Each of Kingsway and PIH is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2019, by and between 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”), and John S. Hill, an individual (the “Executive”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • December 2nd, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • New York
This investment advisory agreement (this “Agreement”) is made and entered into effective as of December 2, 2019, by and between Fundamental Global Advisors LLC, a Delaware limited liability company (the “Advisor”) and FedNat Holding Company, a Florida corporation (the “Client”).
REINSURANCE CAPACITY RIGHT OF FIRST REFUSAL AGREEMENTReinsurance Capacity Right of First Refusal Agreement • December 2nd, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Florida
THIS Reinsurance Capacity Right of First Refusal Agreement (this “Agreement”), dated December 2, 2019 (the “Effective Date”), is entered into by and between FEDNAT Holding Company, a Florida corporation (“FedNat”), and 1347 Property Insurance Holdings Inc., a company organized and existing under the laws of Delaware (“PIH”). Each of FedNat and PIH are, at times, each individually referred to in this Agreement as a “Party,” and collectively referred to in this Agreement as the “Parties.”
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • December 2nd, 2019 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Florida
This Amended and Restated Loan Agreement (this “Agreement”) is dated November 29, 2019 and is made and entered into by and among Hancock WHITNEY BANK, a Mississippi state chartered bank (“Bank”), and 1347 PROPERTY INSURANCE HOLDINGS, INC., a Delaware corporation (“Borrower”). This Agreement amends and restates in its entirety that certain Loan Agreement dated August 20, 2019 among Bank and Borrower (the “Prior Agreement”) pursuant to which Bank made a non-revolving line of credit loan in the maximum principal amount of Seven Million Dollars ($7,000,000.00) (the “Existing Line of Credit”).
640,000 SharesUnderwriting Agreement • February 26th, 2018 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • New York
The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered.
TERMINATION AGREEMENTTermination Agreement • March 26th, 2018 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This Termination Agreement (this “Agreement”) is entered into as of January 2, 2018, by and among 1347 Advisors LLC, a Delaware limited liability company (“1347 Advisors”), and 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”). The Company and 1347 Advisors are referred to collectively herein as the “Parties.”
PERFORMANCE SHARES GRANT AGREEMENTPerformance Shares Grant Agreement • February 27th, 2015 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This Performance Shares Grant Agreement (this “Agreement”), dated February 24, 2015, is by and between 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”), and 1347 Advisors LLC, a Delaware limited liability company (“1347 Advisors”). Each of 1347 Advisors and the Company may be referred to individually as a “Party” and collectively as the “Parties”.
ContractPurchase Warrant • February 27th, 2015 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
THIS PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 16th, 2021 • FG Financial Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of August, 2021 (the “Effective Date”), by and between FG Financial Group, Inc. (the “Company”) and Sequoia Financial LLC (“SF”), it being acknowledged and agreed that Hassan Raza Baqar (“Consultant” or “Mr. Baqar”) would be providing the services described herein on behalf of SF.
FOURTH AMENDMENT TO OPTION AGREEMENT by and between DOUGLAS N. RAUCY and 1347 PROPERTY INSURANCE HOLDINGS, INC. Dated as of December 15, 2015Option Agreement • December 17th, 2015 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance
FOURTH AMENDMENT TO OPTION AGREEMENT dated as of December 15, 2015 (this “Amendment”), between Douglas N. Raucy (“Raucy”) and 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”).
Amended and Restated Executive Restricted Stock Unit Agreement Under Share- Matching ProgramExecutive Restricted Stock Unit Agreement • August 28th, 2018 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
NEITHER THE SECURITIES NOR THE SECURITIES ISSUABLE PURSUANT TO THIS AGREEMENT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE SATISFACTORY TO THE COMPANY.
EXECUTIVE RESTRICTED SHARE UNIT AGREEMENT FOR SHARE-MATCHING GRANTSExecutive Restricted Share Unit Agreement for Share-Matching Grants • August 28th, 2018 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
Vesting Dates: In 20% annual installments on the first, second, third, fourth and fifth anniversaries of the Date of Grant, with vesting subject to the Grantee maintaining ownership of the Bonus Shares through the full five-year vesting period
THIRD AMENDMENT TO OPTION AGREEMENT by and between DOUGLAS N. RAUCY and 1347 PROPERTY INSURANCE HOLDINGS, INC. Dated as of June 1, 2015Option Agreement • June 2nd, 2015 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance
THIRD AMENDMENT TO OPTION AGREEMENT dated as of June 1, 2015 (this “Amendment”), between Douglas N. Raucy (“Raucy”) and 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”).
Re: Equity Award Letter AgreementEquity Award Letter Agreement • January 19th, 2021 • FG Financial Group, Inc. • Fire, marine & casualty insurance
We refer to Section 2.1 of the Employment Agreement between you and FG Financial Group, Inc. (f.k.a 1347 Property Insurance Holdings, Inc., the “Company”), dated November 10, 2020 (the “Employment Agreement”), which contemplates the future grant of up to 250,000 shares of restricted common stock, restricted stock units or stock options in the Company, subject to vesting criteria (including performance conditions) to be mutually agreed between you and the Company prior to December 31, 2020.
ContractExecutive Stock Grant Agreement • August 28th, 2018 • 1347 Property Insurance Holdings, Inc. • Fire, marine & casualty insurance • Delaware
