IRREVOCABLE PROXY
Exhibit 10.71
The undersigned, on behalf of himself individually (“Xxxxxxx”) and Xxxxxx X. Xxxxxxx
Xxxxxxxxx Trust (“Xxxxxxx Trust”), pursuant to and subject to Ullico Inc., a Maryland
corporation (“Ullico”), securing a loan to Patriot Risk Management, Inc. (formerly known as
SunCoast Holdings, Inc.), a Delaware corporation and sole shareholder of PRS Group and XXXX (as
each is defined herein) (“PRM”), PRS Group, Inc. (formerly known as Patriot Risk
Management, Inc.), a Delaware corporation and sole shareholder of Patriot RS and Patriot FL (as
each is defined herein) (“PRS Group”), Guarantee Insurance Group, Inc. (formerly known as
Brandywine Insurance Holdings, Inc.), a Delaware corporation (“GIGI”), Patriot Risk
Services, Inc., a Delaware corporation (“Patriot RS”), Patriot Risk Management of Florida,
Inc., a Delaware corporation (“Patriot FL”), and SunCoast Capital, Inc., a Delaware
corporation (collectively, the “Borrowers”), hereby nominates and appoints Xxxxxx as its
true and lawful attorney and proxy (the “Appointee”), with power of substitution to vote
upon all of the shares of the undersigned in PRM, standing in the name of himself and Xxxxxxx
Xxxxx, as applicable, as of the date hereof or hereafter (the “Shares”) at any meetings of
the shareholders of PRM upon the uncured default of any of the Borrowers on the aforementioned loan
and subject to the terms and conditions of the Stock Pledge Agreement by and between the Borrowers
and Ullico of even date herewith. The Appointee is to have all of the powers the undersigned would
possess if present personally or otherwise duly represented at any such meetings. In addition, this
Irrevocable Proxy entitles the Appointee to also execute any and all consents of shareholders of
PRM executed in lieu of the holding of any such shareholder meetings.
The undersigned hereby affirms that this Irrevocable Proxy is coupled with an interest
sufficient under the laws of the State of Delaware to support an irrevocable proxy. Xxxxxxx and
Xxxxxxx Xxxxx hereby ratify and confirm all that the Appointee of this Irrevocable Proxy may
lawfully do or cause to be done by virtue of this Irrevocable Proxy. Xxxxxxx and Xxxxxxx Xxxxx
acknowledge and agree that the irrevocable proxy granted to the Appointee by this Irrevocable Proxy
shall not terminate by operation of law, whether by bankruptcy, insolvency or the occurrence of any
other event.
Xxxxxxx and Xxxxxxx Xxxxx further acknowledge and agree that this Irrevocable Proxy relates to
all voting rights with respect to the Shares and does not relate to any other rights incident to
the ownership of the Shares (including, without limitation, the right of the undersigned to receive
dividends and the right to receive the consideration from any sale of the Shares).
This Irrevocable Proxy is governed by the laws of the State of Delaware without giving effect
to any conflict of laws principles therein. Notwithstanding anything herein to the contrary,
Appointee acknowledges and agrees that compliance with Florida law and regulatory approval from the
Florida Office of Insurance Regulation (“OIR”) shall be required, to the extent applicable,
prior to Appointee voting, asserting ownership of or transferring ownership of the Shares
(including, without limitation, filing a Form A and having it approved by OIR, to the extent
applicable).
[SIGNATURE PAGE FOLLOWS]
THIS IRREVOCABLE PROXY WILL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY
DONEE, TRANSFEREE OR ASSIGNEE OF THE SHARES UNTIL THE INTEREST WITH WHICH IT IS COUPLED IS
EXTINGUISHED.
| Dated: 12-31-08 | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx, on behalf of himself individually and as trustee of the Xxxxxx X. Xxxxxxx Xxxxxxxxx Trust | ||||
