Exhibit 10.14
STOCK REDEMPTION AGREEMENT
This Stock Redemption Agreement ("Agreement") is made and entered into as
of this 4th day of October, 2002, by and between South Carolina Insurance
Company, a South Carolina corporation ("SCIC"), Catawba Insurance Company, a
South Carolina corporation ("Catawba") and Consolidated American Insurance
Company, a South Carolina corporation ("CAIC") (SCIC, Catawba and CAIC are
collectively referred to herein as the "Selling Shareholders" and individually
as a "Selling Shareholder"), QualSure Holding Corporation, a Florida corporation
(the "Company"), Xxxxxxx Ventures II, LLC, a Delaware limited liability company
("Xxxxxxx"), and N.E.M. (West Indies) Insurance Limited, a Trinidad and Tobago
corporation licensed in the U.S. Virgin Islands ("NEMWIL") (Xxxxxxx and NEMWIL
collectively referred to herein as the "Stockholders").
FACTUAL BACKGROUND
The Selling Shareholders own, in the aggregate, One Thousand Five Hundred
Thirty-One and One Fourth (1,531.25) shares of the Common Stock, $0.01 par value
per share, of the Company (the "Stock"). The Company desires to acquire and
redeem from the Selling Shareholders all of the Stock, and the Selling
Shareholders desire to consummate such sale and transfer in redemption of such
Stock held by the Selling Shareholders. To effectuate the redemption, the
Company has agreed to pay to the Selling Shareholders the amount provided
herein, and the Selling Shareholders, the Stockholders, and the Company have
agreed to release each other from any and all liability, in full and final
payment for such Stock.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration in hand received, the receipt and sufficiency of which
are hereby acknowledged, the parties covenant and agree as follows:
1. SALE AND REDEMPTION OF STOCK. On the Closing Date (as defined in
Section 3, below) and subject to the terms and conditions herein, for the
Purchase Price (as defined in Section 2, below), the Selling Shareholders agree
to transfer to the Company (i) all but not less than all, of the Stock, which
represents all of the Selling Shareholders' equity interests in the Company,
free and clear of all liens, encumbrances, equities and claims whatsoever and
(ii) all of the Selling Shareholders' right, title and interest in and to all
dividends on the Stock accrued and unpaid through the Closing Date (the "Accrued
Dividends"), of which no such dividends have to date accrued or will accrue
prior to the Closing Date.
2. PURCHASE PRICE. The purchase price ("Purchase Price") for the Stock
(including all Accrued Dividends, if any) shall be a total of Four Million Seven
Hundred Seventy-Five Thousand Dollars ($4,775,000), payable to the Selling
Shareholders in immediately available funds at Closing, in such proportion and
amount as set forth on EXHIBIT A attached hereto and incorporated herein by this
reference.
3. CLOSING AND CLOSING DATE. The sale and redemption of the Stock and the
delivery of the Purchase Price shall be consummated at a closing to be held at
10:00 a.m. Eastern Standard Time on October 3, 2002, at the offices of the
Company's counsel, Xxxxxx, Xxxxxxx & Xxxxxx, LLP, 1600 Atlanta Financial Center,
0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, or at such other place,
time and date as the parties hereto shall mutually agree. The date and event of
the closing herein contemplated are respectively referred to as the "Closing
Date" and the "Closing." At the Closing, the Selling Shareholders shall cause to
be delivered to the Company for cancellation all of the certificates evidencing
the Stock and shall sign and deliver such other documents as the Company shall
request to evidence the sale and transfer of the Stock and any Accrued
Dividends, and the Company shall disburse the Purchase Price to the Selling
Shareholders as provided in Section 2 herein.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS. As an
inducement to the Company to consummate the redemption of the Stock as provided
herein, the Selling Shareholders jointly and severally represent and warrant to
the Company that as of the date hereof and as of the Closing Date:
(a) ORGANIZATION AND GOOD STANDING. Each Selling Shareholder is duly
organized and existing as a corporation under the laws of the State of South
Carolina, with the power to own its business and properties and to conduct its
business as now being conducted, and is duly qualified as a foreign corporation
for the transaction of business and is in good standing under the laws of each
of the jurisdictions in which it owns or leases property or conducts any
business so as to require such qualification.
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(b) POWER AND AUTHORITY; NO DEFAULT. Except as set forth in SCHEDULE 1
hereto, each Selling Shareholder has the unrestricted power and the unqualified
right to enter into this Agreement and to transfer and deliver the Stock
pursuant to the terms hereof. Each Selling Shareholder has good and valid title
to the Stock, free and clear of all liens, charges and encumbrances, and all of
the Stock will, at Closing, be transferred to the Company free and clear of all
liens, charges, claims and encumbrances whatsoever. Except as set forth in
SCHEDULE 1 hereto, the performance by each Selling Shareholder of its
obligations under this Agreement and the consummation of the transactions herein
contemplated will not result in a breach or violation of any terms or provisions
of, or constitute a default under, any statute, any indenture, mortgage, deed of
trust, note agreement or other agreement or instrument to which such Selling
Shareholder is a party or by which such Selling Shareholder is bound, or any
law, order, rule, regulation of any court or governmental agency or body having
jurisdiction over a Selling Shareholder, the property of the Selling Shareholder
or the Stock, and no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by the Selling
Shareholders of the transactions contemplated by this Agreement.
(c) DUE AUTHORIZATION. This Agreement has been duly authorized, executed
and delivered by the Selling Shareholders, and is a valid and binding obligation
of the Selling Shareholders, enforceable in accordance with its terms.
(d) NO OTHER INTEREST. The sole interest of each Selling Shareholder as a
stockholder of the Company consists of ownership of the Stock. The Selling
Shareholders have no options, contracts or other agreements pursuant to which a
Selling Shareholder has any enforceable rights to purchase or otherwise acquire,
now or in the future, any other stock or other security of the Company. The
Selling Shareholders do not own or hold any options, warrants, convertible
securities or any rights, contractual or otherwise, to purchase or acquire any
additional stock or other securities of the Company.
(e) LEGAL AND GOVERNMENTAL PROCEEDINGS. Except as set forth in SCHEDULE 1
hereto, there is no action, suit, investigation or proceeding pending or
threatened against the Selling Shareholders that would impede, threaten or
prevent the consummation of the transactions as provided herein.
(f) TRANSFER TAXES; LIABILITY FOR TAXES. The Selling Shareholders shall pay
all taxes imposed on the Selling Shareholders attributable to the consummation
of the transactions herein, including, but not limited to, any documentary stamp
transfer taxes with respect to the transfer of the stock, any income taxes
arising from the disposition of the Stock or any other taxes assessed against or
with respect to the sale of the Stock.
(g) INVESTIGATION BY THE SELLING SHAREHOLDERS. Except as provided herein or
in the Claims Administration Agreement, as amended, described in Paragraph 6 (c)
below, the Selling Shareholders are not relying on any representation or
warranty of the Company with respect to the value of the Stock, the future
prospects of the Company, or the wisdom of consummation of the transactions as
provided herein.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As an inducement to the
Selling Shareholders to consummate the sale and redemption of the stock as
provided herein, the Company represents and warrants to the Selling Shareholders
that as of the date hereof and as of the Closing Date:
(a) ORGANIZATION AND GOOD STANDING. The Company is duly organized and
existing as a corporation under the laws of the State of Florida, with the power
to own its business and properties and to conduct its business as now being
conducted, and is duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each of the jurisdictions in
which it owns or leases property or conducts any business so as to require such
qualification.
(b) POWER AND AUTHORITY; NO DEFAULTS. The Company has the unrestricted
power and the unqualified right to enter into this Agreement and to acquire the
Stock pursuant to the terms hereof. The performance by the Company of the
Company's obligations under this Agreement and the consummation of such
transactions herein contemplated will not result in a breach or violation of any
terms or provisions of, or constitute a default under, any statute, any
indenture, mortgage, deed of trust, note agreement or other agreement or
instrument to which the Company is a party by which the Company is bound, or any
law, order, rule, regulation of any court or governmental agency or body having
jurisdiction over the Company or the property of the Company, and no consent,
approval, authorization or order of any court or governmental agency or body is
required for the consummation by the Company of the transactions contemplated by
this Agreement.
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(c) DUE AUTHORIZATION. This Agreement has been duly authorized, executed
and delivered by the Company and has been approved by all requisite corporate
action including approval by all shareholders and the Board of Directors of the
Company, and is a valid and binding obligation of the Company enforceable in
accordance with its terms.
(d) INVESTIGATION BY THE COMPANY. The Company is not relying on any
representation or warranty of the Selling Shareholders with respect to the value
of the Stock or the wisdom of consummation of the transactions as provided
herein.
6. COVENANTS AND ADDITIONAL AGREEMENTS. The Company, the Stockholders and
the Selling Shareholders hereby covenant and agree that:
(a) SETTLEMENT OF LEGAL ACTIONS AND MUTUAL RELEASE. At Closing, the
Company, the Stockholders, and the Selling Shareholders will execute and deliver
that certain Mutual Release Agreement set forth as EXHIBIT B, attached hereto,
providing for the mutual release of certain claims and expenses among the
Selling Shareholders, on the one hand, and the Stockholders, the Company and its
officers and directors, on the other, in connection with all matters other than
this Agreement. The Mutual Release Agreement shall be entered into in settlement
of all outstanding claims and actions between the Selling Shareholders, on the
one hand, and the Stockholders, the Company and its officers and directors, on
the other, arising prior to the date of the Mutual Release Agreement.
(b) TERMINATION OF RIGHTS AS STOCKHOLDER.
(i) As of the Closing Date, Selling Shareholders shall cease to
be stockholders of the Company, and shall no longer have any right to nominate,
elect or appoint any member of the Board of Directors of the Company.
(ii) As of the Closing Date, Selling Shareholders shall not have
any rights or obligations under that certain Stockholders' Agreement by and
among the Company, QualSure Insurance Corporation, QualSure Underwriting
Agencies, Inc., the Selling Shareholders, and the Stockholders dated as of
January 21, 2000 (the "Stockholders' Agreement"); PROVIDED, HOWEVER, that
notwithstanding anything to the contrary contained herein, Section 2.4 of the
Stockholders' Agreement (relating to the obligation not to disclose any
"Confidential Information" as that term is defined in the Stockholders'
Agreement) shall survive the Closing Date and shall remain as a continuing
obligation of the Selling Shareholders as provided in the Stockholders'
Agreement.
(iii) As of the Closing Date, Selling Shareholders shall not have
any rights or obligations under that certain Securities Purchase Agreement by
and among the Company, QualSure Insurance Corporation, QualSure Underwriting
Agencies, Inc., the Selling Shareholders, and the Stockholders dated as of
January 20, 2000.
(c) AMENDMENT TO THE CLAIMS ADMINISTRATION SERVICES AGREEMENT COMPLETED. On
or before the Closing Date, the Company (and/or one of its wholly owned
subsidiaries) and Insurance Network Services, Inc. ("INS"), a wholly-owned
subsidiary of the Selling Shareholders' common parent and an affiliate of the
Selling Shareholders, shall have entered into an amendment, set forth as EXHIBIT
C, attached hereto, to that certain Claims Administration Services Agreement
dated January 21, 2000 by and between QualSure Insurance Corporation and INS
(the "Claims Administration Agreement").
7. CLOSING CONDITIONS OF THE COMPANY. The obligations of the Company
herein shall be subject, in its sole and complete discretion, to the
satisfaction or waiver at or prior to Closing of each of the following
conditions:
(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. All of the representations
and warranties of the Selling Shareholders contained in this Agreement and any
certificate, exhibit or schedule delivered pursuant hereto shall be true and
correct as if made at and as of the Closing, and the Company shall have received
from each Selling Shareholder a certificate to such effect signed by a duly
authorized officer of such Selling Shareholder.
(b) PERFORMANCE OF COVENANTS AND ADDITIONAL AGREEMENTS. The Selling
Shareholders shall have performed or complied in all respects with all
covenants, obligations, agreements and conditions required by this Agreement to
be performed or complied with by the Selling Shareholders on or prior to the
Closing Date, and the Company shall have received a certificate from each
Selling Shareholder to such effect signed by a duly authorized officer of such
Selling Shareholder.
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(c) DELIVERY OF DOCUMENTS. At Closing, the Selling Shareholders shall
deliver the stock certificates for the Stock duly endorsed, with all applicable
transfer stamps, if any, attached, and such other transfer documents as deemed
appropriate by the Company's counsel.
8. CLOSING CONDITIONS OF THE SELLING SHAREHOLDERS. The obligations of the
Selling Shareholders herein shall be subject, in their sole and complete
discretion, to the satisfaction or waiver at or prior to Closing of each of the
following conditions:
(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. All of the representations
and warranties of the Company contained in this Agreement and any certificate,
exhibit or schedule delivered pursuant hereto shall be true and correct as if
made at and as of the Closing, and the Selling Shareholders shall have received
a certificate to such effect signed by a duly authorized officer of the Company.
(b) PERFORMANCE OF COVENANTS AND ADDITIONAL AGREEMENTS. The Company shall
have performed or complied in all respects with all covenants, obligations,
agreements and conditions required by this Agreement to be performed or complied
with by the Company on or prior to the Closing Date, and the Selling
Shareholders shall have received a certificate to such effect signed by a duly
authorized officer of the Company.
(c) PAYMENT IN FULL. All amounts provided to be paid for prior to or at
Closing shall have been paid in full.
9. CLOSING CONDITIONS OF THE COMPANY AND THE SELLING SHAREHOLDERS. The
obligations of the Company and the Selling Shareholders shall be subject, at the
option of either of them, in their discretion, to the condition that there shall
not be pending or threatened any proceeding initiated by a third-party before
any agency, court, commission or tribunal seeking to enjoin or prevent the
consummation of the transactions contemplated by this Agreement. In addition,
the obligations of the Company and the Selling Shareholders shall be subject, at
the option of either of them, in their discretion, to satisfactory consent and
approval of the South Carolina Department of Insurance to the transactions
contemplated by this Agreement. The obligations of the Company shall be subject,
at the option of the Company, in its sole discretion, to there being no material
change in the financial condition of the Company between the time of execution
of this Agreement and the Closing Date.
10. COMPETITION. The Company, QualSure Insurance Corporation, QualSure
Underwriting Agencies, Inc. and the Stockholders acknowledge and agree that
nothing in this Agreement or otherwise prohibits The Seibels Xxxxx Group, Inc.
or the Selling Shareholders from engaging in any business which might be
considered as competitive with the Company, QualSure Insurance Corporation, or
QualSure Underwriting Agencies, Inc. The Company and Selling Shareholders agree
that they will compete lawfully with each other.
11. TERMINATION. This Agreement may be terminated and the transaction
contemplated hereby abandoned at any time prior to the Closing:
(a) By mutual agreement of the Company and the Selling Shareholders,
evidenced in writing;
(b) By the Company, in the event that an amendment to the Claims
Administration Agreement in such form and on such terms and conditions as are
satisfactory to the Company, in its sole discretion, shall not have been entered
into between QualSure Insurance Corporation (a wholly-owned subsidiary of the
Company) and INS on or before the Closing;
(c) By the Company if it is not in material breach of its obligations under
this Agreement and there has been a material breach of any representation,
warranty, covenant or agreement contained in this Agreement on the part of the
Selling Shareholders; and
(d) By the Selling Shareholders if they are not in material breach of their
obligations under this Agreement and there has been a material breach of any
representation, warranty, covenant or agreement contained in this Agreement on
the part of the Company or any of the Stockholders.
Any termination of this Agreement under this Section 10 will be effective
immediately upon the delivery of written notice of the terminating party to the
other parties hereto.
12. ASSIGNMENT; BINDING EFFECT. This Agreement and any obligations and
rights hereunder may not be transferred or assigned without the prior written
consent of all parties.
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13. WAIVERS. No failure by any party in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege.
14. ENTIRE AGREEMENT. This Agreement, the Mutual Release Agreement set
forth on EXHIBIT B, attached hereto, and the amendment to the Claims
Administration Agreement set forth on EXHIBIT C, attached hereto, represent the
entire agreement among the parties hereto with respect to the subject matter
hereof. This Agreement may not be amended, waived, discharged or terminated
except by written agreement signed by the parties hereto.
15. GOVERNING LAW. This Agreement has been prepared, negotiated and
delivered, and shall be construed, interpreted and enforced in accordance with
the substantive, and not the conflicts, laws of the State of Florida.
16. NOTICE. Any and all notices, designations, consents, offers,
acceptances, or any other communications provided for in this Agreement shall be
given in writing by personal delivery, by registered or certified mail, return
receipt requested, postage prepaid, which shall be addressed, in the case of the
Company and the Selling Shareholders, to the address below their names:
COMPANY: SELLING SHAREHOLDERS:
QualSure Holding Corporation The Seibels Xxxxx Group, Inc.
Attn: President Attn: President
000 Xxxxxxxx Xxxx 0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000 Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Facsimile Number: (000) 000-0000 Facsimile Number: (000) 000-0000
or at such other place or places or to such other person or persons as shall be
designated in writing by the parties hereto in the manner provided above, or by
facsimile to the facsimile numbers provided above, provided that personal
delivery or delivery by mail as provided herein shall occur within a reasonably
prompt period of time thereafter. Any notification by mail shall be deemed to
have been received five (5) days from the date of postmark. Failure to accept a
notice or designate a new address will not frustrate any delivery of notice as
set out in this Agreement.
17. FURTHER ASSURANCES. The parties to this Agreement agree to take all
actions necessary to approve and/or execute and deliver in a timely fashion any
and all additional documents necessary or desirable to effectuate the purposes
of this Agreement.
18. EXECUTION AND COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one in the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories. Any photographic copy of this Agreement, with all signatures
reproduced on one or more sets of signature pages, shall be considered for all
purposes as if it were an executed counterpart of this Agreement.
19. NUMBER OF DAYS. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays and holidays;
PROVIDED, HOWEVER, that if the final day of any time period falls on a Saturday,
Sunday or holiday on which Federal banks are or may elect to be closed, then the
final day shall be deemed to be the next day which is not a Saturday, Sunday or
such holiday.
20. GENDER AND NUMBER. Unless the context otherwise requires, whenever used
in this Agreement the singular shall include the plural, the plural shall
include the singular, and the masculine gender shall include the neuter or
feminine gender and vice versa.
21. SURVIVAL. All the representations, warranties and covenants made by
each party in or pursuant to this Agreement shall survive the consummation of
the Closing.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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[SIGNATURE PAGE TO THE STOCK REDEMPTION AGREEMENT]
IN WITNESS WHEREOF, the parties have set their hands and seals to this
Stock Redemption Agreement as of the day and year first written above.
SELLING SHAREHOLDERS: STOCKHOLDERS:
South Carolina Insurance Company Xxxxxxx Ventures II, LLC
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxx Xxxxxxxx
----------------------------------- ----------------------------------
Title: President Title: President
-------------------------------- -------------------------------
(Seal) (Seal)
Catawba Insurance Company N.E.M. (West Indies) Insurance Limited
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx Xxx- Xxxxxx
----------------------------------- ----------------------------------
Title: President Title: Managing Director & CEO
-------------------------------- -------------------------------
(Seal) (Seal)
Consolidated American Insurance Company
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Title: President
--------------------------------
(Seal)
COMPANY: OTHERS:
QualSure Holding Corporation QualSure Insurance Corporation (solely
in its capacity as a party to the
Stockholders' Agreement)
By: /s/ R. Xxxxxx Xxxxxx, Jr.
-----------------------------------
Title: President & CEO By: /s/ R. Xxxxxx Xxxxxx, Jr.
-------------------------------- ----------------------------------
(Seal) Title: President & CEO
-------------------------------
(Seal)
QualSure Underwriting Agencies, Inc.
(solely in its capacity as a party to
the Stockholders' Agreement)
By: /s/ R. Xxxxxx Xxxxxx, Jr.
----------------------------------
Title: President & CEO
-------------------------------
(Seal)
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EXHIBIT LIST
Schedule 1 - Power and Authority Exceptions
Exhibit A - Allocation of Purchase Price
Exhibit B - Mutual Release Agreement
Exhibit C - Amendment to the Claims Administration Services Agreement
REGISTRANT UNDERTAKES TO PROVIDE COPIES OF THE EXHIBITS
TO THE COMMISSION SUPPLEMENTALLY UPON REQUEST
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