●] Shares* ADVANTAGE INSURANCE INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2017 • Advantage Insurance Inc. • Life insurance • New York
Advantage Insurance Inc., a corporation incorporated under the laws of Puerto Rico (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [•] shares of its common stock, par value $0.01 per share (the “Common Stock”). The aggregate of [•] shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [•] shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. (“Raymond James”) is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2017 • Advantage Insurance Inc. • Life insurance • Puerto Rico
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 16, 2017, by and among Advantage Insurance Services LLC (the “Company” or “Employer”), Advantage International Management (Cayman) Ltd., as guarantor of certain obligations of the Company herein (“Guarantor”), Advantage Insurance Inc., a Puerto Rico corporation, and Walter C. Keenan (“Executive”).
INTERCOMPANY BUSINESS SERVICES AGREEMENT DATED DECEMBER 30, 2016 BY AND BETWEEN ADVANTAGE INSURANCE SERVICES LLC AND ADVANTAGE INSURANCE INC. ADVANTAGE BUSINESS INSURANCE COMPANY I.I. ADVANTAGE INTERNATIONAL BANK CORP. ADVANTAGE LIFE ASSURANCE I.I....Intercompany Business Services Agreement • November 16th, 2017 • Advantage Insurance Inc. • Life insurance • Puerto Rico
ADVANTAGE INSURANCE SERVICES LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico and having its principal place of business at American International Plaza, 250 Muñoz Rivera Avenue, Suite 710, San Juan, Puerto Rico 00918 (“AIS”); and
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2017 • Advantage Insurance Inc. • Life insurance • Puerto Rico
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 16, 2017, by and among Advantage Insurance Services LLC (the “Company” or “Employer”), Advantage International Management (Cayman) Ltd., as guarantor of certain obligations of the Company herein (“Guarantor”), Advantage Insurance Inc., a Puerto Rico corporation, and Tamara K. Kravec (“Executive”).
ARGUS GROUP HOLDINGS LIMITED and ADVANTAGE INSURANCE INC. SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 27th, 2018 • Advantage Insurance Inc. • Life insurance
PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • November 16th, 2017 • Advantage Insurance Inc. • Life insurance • Puerto Rico
PLAN AND AGREEMENT OF MERGER, dated as of September 30, 2016, by and between ADVANTAGE INSURANCE HOLDINGS LTD., a Cayman Islands limited stock company, with its registered office located at 5th floor, Windward 3, Regatta Office Park, West Bay Road, PO Box 2185, Grand Cayman KY1-1105, Cayman Islands (“AIH”), and ADVANTAGE INSURANCE INC., a Puerto Rico stock corporation, with its registered office located at 254 Munoz Rivera Avenue, Oriental Plaza, P-1 floor, San Juan, Puerto Rico 00918 (“AII”).
