WITNESSETH:Employment Agreement • July 16th, 2001 • Brainworks Ventures Inc • Mineral royalty traders • Georgia
Exhibit 10.1 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made effective as of the 3rd day of May, 2005, by and between AssuranceAmerica Corporation, a Nevada corporation (the...Stock Purchase Agreement • May 10th, 2005 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
AMONG ASSURANCEAMERICA CORPORATION AS DEPOSITOR,Trust Agreement • December 27th, 2005 • Assuranceamerica Corp • Fire, marine & casualty insurance • Delaware
BY AND AMONGAsset Purchase Agreement • August 3rd, 2004 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
WITNESSETH:License Agreement • July 16th, 2001 • Brainworks Ventures Inc • Mineral royalty traders • Massachusetts
EXHIBIT 10.12 EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 29th, 2006 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
BETWEEN ASSURANCEAMERICA CORPORATION AS GUARANTOR, ANDGuarantee Agreement • December 27th, 2005 • Assuranceamerica Corp • Fire, marine & casualty insurance • New York
EXHIBIT 99.4 Joint Filing Agreement Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this...Joint Filing Agreement • April 11th, 2003 • Brainworks Ventures Inc • Mineral royalty traders
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be signed by the undersigned in separate counterparts.
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2003 • Brainworks Ventures Inc • Mineral royalty traders • Delaware
Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made effective as of the 30th day of June, 2004 (the "Effective Date"), by and between AssuranceAmerica Corporation, a Nevada corporation (the "Company"), Guy W....Stock Purchase Agreement • August 16th, 2004 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
BY AND AMONGMerger Agreement • February 20th, 2001 • Brainworks Ventures Inc • Mineral royalty traders • Georgia
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of April 12, 2005 (the "Effective Date"), by and between AssuranceAmerica Corporation, a Nevada corporation (the "Company"), and certain holders...Registration Rights Agreement • April 15th, 2005 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
2 3 discretion, it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option, file an action of interpleader...Escrow Agreement • May 23rd, 2001 • Brainworks Ventures Inc • Mineral royalty traders • Georgia
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of June 30, 2004 (the "Effective Date"), by and between AssuranceAmerica Corporation, a Nevada corporation (the "Company"), and certain holders of the Series...Registration Rights Agreement • August 16th, 2004 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 8th day of May, 2001, by and among BRAINWORKS VENTURES, INC., a Nevada corporation ("PURCHASER"), and each of the...Registration Rights Agreement • May 23rd, 2001 • Brainworks Ventures Inc • Mineral royalty traders • Georgia
BETWEEN ASSURANCEAMERICA CORPORATION (AS COMPANY) AND WILMINGTON TRUST COMPANY (AS TRUSTEE)Junior Subordinated Indenture • December 27th, 2005 • Assuranceamerica Corp • Fire, marine & casualty insurance • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), effective the 31st day of July, 2004 is made by and between Trustway Insurance Agencies, LLC, a Delaware limited liability company (the "Company"), and James C. Cook...Employment Agreement • August 3rd, 2004 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • April 16th, 2003 • Brainworks Ventures Inc • Mineral royalty traders • Georgia
BY AND AMONGMerger Agreement • May 23rd, 2001 • Brainworks Ventures Inc • Mineral royalty traders • Georgia
EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2011 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective the 17th day of May, 2011 is made by and between AssuranceAmerica Corporation, a Nevada corporation (together with its affiliated companies, the “Company”), and Sheree Williams (“Associate”) (collectively, the “Parties”).
FORM OF EVIDENCE OF INDEBTEDNESSEvidence of Indebtedness • May 3rd, 2005 • Assuranceamerica Corp • Fire, marine & casualty insurance
This agreement has been delivered as evidence of indebtedness of Sercap Holdings, LLC to Guy W. Millner, for accrued and unpaid interest in the amount of $2,965,127 owed by the Borrower to Millner under a promissory note dated January 23, 1998, and a promissory note dated January 1, 1999. This Evidence of Indebtedness is not intended to constitute payment of such accrued and unpaid interest.
GUARANTY OF PAYMENTGuaranty of Payment • August 14th, 2009 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
THIS GUARANTY AGREEMENT (this “Agreement”) is entered into as of July 17, 2009, by ASSURANCEAMERICA MANAGING GENERAL AGENCY LLC, a Delaware limited liability company (the “Guarantor”) with an address as set forth on the signature page to this Agreement, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”) with an address at 171 17th Street NW, 5th Floor, MC: GA4507 Atlanta, Georgia 30363.
PLEDGE AGREEMENTPledge Agreement • August 14th, 2009 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of the 17th day of July, 2009, by and between TRUSTWAY INSURANCE AGENCIES, LLC, a Georgia limited liability company (the “Pledgor”) and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Bank”). Unless otherwise defined herein or if the context clearly requires to the contrary, any capitalized term used herein but not defined shall have the meaning ascribed to such term in that certain that certain Guaranty of Payment dated as of even date herewith among Pledgor and Bank (as amended, the “Guaranty”) guaranteeing the obligations of AssuranceAmerica Corporation, a Nevada corporation (“Borrower”) pursuant to that certain Loan Agreement between Borrower and Bank (as amended from time to time, the “Loan Agreement”).
ASSIGNMENT AGREEMENTAssignment Agreement • April 16th, 2012 • Assuranceamerica Corp • Fire, marine & casualty insurance • Alabama
THIS ASSIGNMENT AGREEMENT (this “Assignment”) is made and entered into December 29, 2011, by and between AssuranceAmerica Insurance Company, (“AAIC”), and AssuranceAmerica Corporation, a Nevada corporation, (“AAC”).
RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: AssuranceAmerica Corporation Riveredge One Suite 600Deed to Secure Debt • April 16th, 2012 • Assuranceamerica Corp • Fire, marine & casualty insurance
FIRST AMENDMENT AGREEMENTLoan Agreement • July 1st, 2010 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
THIS FIRST AMENDMENT AGREEMENT (this “Amendment”) is dated as of June 30, 2010, between ASSURANCEAMERICA CORPORATION, a Nevada corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, successor in interest by merger to WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”);
PLEDGE AGREEMENTPledge Agreement • April 16th, 2012 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
THIS PLEDGE AGREEMENT (this “Agreement”) is made effective as of the 30th day of December, 2011, by and between ASSURANCEAMERICA CORPORATION, a Nevada corporation (the “Pledgor”) and GUY W. MILLNER (the “Miliner”). Unless otherwise defined herein or if the context clearly requires to the contrary, any capitalized term used herein but not defined shall have the meaning ascribed to such term in that certain Secured Promissory Note dated as of even date herewith among Millner and Pledgor, (as amended from time to time, the “Note”).
ASSIGNMENT AGREEMENTAssignment Agreement • April 16th, 2012 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
THIS ASSIGNMENT AGREEMENT (this “Assignment”) is made and entered into effective December 30, 2011, by and between AssuranceAmerica Insurance Company, (“AAIC”), and AssuranceAmerica Corporation, a Nevada corporation, (“AAC”).
Agreement ---------Stock Purchase Agreement • May 23rd, 2000 • Auric Metals Corp • Mineral royalty traders • New Mexico
LOAN AGREEMENTLoan Agreement • August 14th, 2009 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
THIS LOAN AGREEMENT (this “Agreement”) is entered into as of July 17, 2009, by and between ASSURANCEAMERICA CORPORATION, a Nevada corporation (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") by and between AssuranceAmerica Managing General Agency, LLC and it successors and assigns ("Company"), and Joseph J. Skruck ("You" or "Your")...Executive Employment Agreement • March 14th, 2006 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
PRIVATE PASSENGER AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT issued to ASSURANCEAMERICA INSURANCE COMPANY Atlanta, GeorgiaReinsurance Contract • April 16th, 2012 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
REVOLVING LOAN NOTERevolving Loan Note • August 14th, 2009 • Assuranceamerica Corp • Fire, marine & casualty insurance
FOR VALUE RECEIVED, ASSURANCEAMERICA CORPORATION, a Nevada corporation (the “Borrower”) hereby promises to pay to WACHOVIA BANK, NATIONAL ASSOCIATION (the “Lender”), in accordance with the provisions of the Loan Agreement (as hereinafter defined), the principal amount of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($1,500,000.00), or such lesser principal amount outstanding under the revolving loan (the “Loan”) made by Lender to Borrower under that certain Loan Agreement, dated as of even date herewith (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”; the terms defined therein being used herein as therein defined), between Borrower and Lender.
ContractWarrant Agreement • April 16th, 2012 • Assuranceamerica Corp • Fire, marine & casualty insurance • Nevada
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
FLORIDA PRIVATE PASSENGER AUTOMOBILE QUOTA SHARE REINSURANCE CONTRACT issued to ASSURANCEAMERICA INSURANCE COMPANY Atlanta, GeorgiaReinsurance Contract • August 12th, 2011 • Assuranceamerica Corp • Fire, marine & casualty insurance • Georgia
This Contract is to share with the Reinsurer the interests and liabilities of the Company under Policies written in the State of Florida, written or renewed during the term of this Contract and classified by the Company as Private Passenger Automobile Liability (including but not limited to Bodily Injury Liability, Property Damage Liability, Personal Injury Protection, Medical Payments, and Uninsured and Underinsured Motorist Protection) and Physical Damage and Uninsured Motorist Property Damage Insurance as defined in the ISO Private Passenger Automobile Manual and individual risks as may be directly assigned to the Company under Private Passenger assigned risk pools, plans or other residual market mechanisms, subject to the terms and conditions herein contained.
