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Exhibit 10.94
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
COLONIAL CATASTROPHE CLAIMS CORPORATION
("COLONIAL")
AND
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
("IMSG")
AND
J. XXXXXXX XXXXXXX AND XXXXXXX X. XXXXX
("SHAREHOLDERS")
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TABLE OF CONTENTS
PAGE
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1. Definitions 1
2. Purchase Price 2
3. Option and Exchange Agreement 3
4. Conveyance 3
5. Representations, Warranties and Covenants of Colonial and Shareholders 3
6. Representations, Warranties and Covenants of IMSG 6
7. Survival of Representations and Warranties 7
8. Closing 7
9. Expenses 10
10. Brokerage and Finder's Fees 10
11. Indemnifications 10
12. Notices 11
13. Business Terms and Conditions 11
14. Miscellaneous 12
15. Attorney's Fees 12
16. Captions 13
17. Construction of Agreement 13
18. Counterparts 13
19. Modification 13
20. Representation Acknowledged 13
21. Venue 13
22. No Public Announcement 13
LIST OF EXHIBITS 15
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EXHIBIT 10.94
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into this
10th day of December, 1998, by and between Colonial Catastrophe Claims
Corporation, a Florida corporation with its principal place of business located
at 000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter referred to as
"Colonial"), Colonial's shareholders, J. Xxxxxxx Xxxxxxx and Xxxxxxx X. Xxxxx
(hereinafter referred to as "Shareholders"), and Insurance Management Solutions
Group, Inc., a Florida corporation, with its principal place of business
located at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 or assigns (which
together with its affiliates shall be hereinafter referred to as "IMSG").
R E C I T A L S
WHEREAS, Shareholders desire to sell and IMSG desires to purchase all
of the authorized and issued shares of capital stock of Colonial.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreements hereinafter set forth, the parties hereto agree as
follows:
1. Definitions.
a) "Shares" shall mean all of the authorized and issued shares of
capital stock of Colonial.
b) "Business Day" shall mean any day other than a Saturday, Sunday
or day which is a bank holiday for commercial banks which are
organized and existing either under the laws of the State of
Florida or under the laws of the United States.
c) "Purchase Price" shall be defined and determined in accordance
with the provisions of paragraph 2 hereof.
d) "Transaction Documents." Transaction Documents shall mean this
Agreement and its Exhibits, Option and Exchange Agreement,
Employment Agreements, Lease, and Registration Rights Agreement.
e) "Net Income Before Tax" shall mean gross income before taxes on
a calendar year basis as determined by auditing accountants
using generally accepted accounting principals and shall not
include any expenses associated with this acquisition or
otherwise created by IMSG.
2. Purchase Price. As consideration for the proposed sale of Shares,
Shareholders shall receive the following payment ("Purchase Price") to
be paid at Closing.
a) IMSG shall pay Shareholders a total of up to Two Million Three
Hundred
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Seventy-five Thousand Dollars ($2,375,000.00) in two
separate parts. The first part shall consist of IMSG's common
stock that shall have a market value of One Million Seven
Hundred Thousand Dollars ($1,700,000.00) as of the date of
IMSG's initial public offering of its common stock ("IPO") and
cash at Closing of Three Hundred Seventy-five Thousand Dollars
($375,000). The second part ("Earned Out Payments") shall not
exceed Three Hundred Thousand Dollars ($300,000.00) and shall be
paid on an earned out basis. Specifically, IMSG shall pay
Shareholders Three Hundred Thousand Dollars ($300,000.00) in
IMSG IPO stock following the conclusion of Colonial's 1999
fiscal year if Colonial meets its 1999 Target Net Income Before
Tax ("Target Figure") of Nine Hundred Sixteen Thousand Dollars
($916,000.00). The Target Figure is based upon IMSG's Five Year
Projection Model. The Earned Out Payment shall be reduced
proportionally by any percentage shortfall in the attainment of
the Target Figure for the year in question;
b) The Earned Out Payment shall be made within thirty (30) days of
verification, to IMSG's reasonable satisfaction, of Colonial's
(or its successors') Net Income for the fiscal year in question.
The Earned Out Payments shall be paid in common stock of IMSG
based on its fair market value at the close of business on the
last day of the year on which the Earned Out Payment is based.
c) In the event the IPO is not consummated prior to Closing or when
the Earned Out Payments are due to be paid, shares of IMSG
common stock will be issued to Shareholders based on an assumed
price per share of $12.00, subject to adjustment if an IPO is
consummated and the initial public offering price is less than
or exceeds $12.00 per share.
d) Shares of common stock in IMSG acquired by Shareholders pursuant
to this Agreement shall be subject to a Registration Rights
Agreement, a copy of which is attached as Exhibit 2d and
incorporated herein by reference.
3. Option and Exchange Agreement. The parties will enter into an Option
and Exchange Agreement that provides, in the event the IPO does not
close, the Shareholders will be entitled to elect to have their shares
of IMSG redeemed by IMSG for a cash payment of $1,700,000 plus
interest at 8.5% per annum from the Closing date upon 90 days prior
written notice to IMSG as of December 31, 1999, 2000 and 2001. The
terms and conditions of the foregoing option are as set forth in the
Option and Exchange Agreement attached hereto as Exhibit 3a.
4. Transfer. On the closing date (as hereinafter defined), Colonial and
Shareholders shall issue and deliver to IMSG a certificate or
certificates representing One Hundred Percent (100%) of the authorized
and issued Shares, with all requisite stock transfer taxes paid and
stamps affixed, free and clear of all restrictions, liens, charges,
security interests, claims, pledges encumbrances and rights of others.
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5. Representations, Warranties and Covenants. Colonial and Shareholders
hereby represent, warrant and covenant to IMSG as follows:
a) Colonial is duly organized, validly existing and in good
standing under the laws of the State of Florida, is qualified to
do business in the State of Florida and has the corporate power
to carry out its present business as now being conducted and to
own or lease its present properties.
b) As of the time of Closing, the Board of Directors and
Shareholders of Colonial have unanimously approved the
Transaction Documents attached hereto and the transactions
contemplated hereby and have duly authorized the execution,
delivery and performance hereof by Colonial. All corporate and
other proceedings required to be taken by Colonial to authorize
it to carry out this Agreement in accordance with the terms
hereof shall have been, prior to the time of Closing, fully and
properly taken, as required by its Certificate of Incorporation,
By-Laws and all applicable laws. Such approval will be evidenced
by a written Consent in Lieu of special meeting of Colonial's
Shareholders and Directors which will (i) authorize and approve
the transactions described in this Agreement and its exhibits
(ii) authorize J. Xxxxxxx Xxxxxxx to execute all such documents
on behalf of Colonial and (iii) reaffirm the identity of
Colonial's officers and directors and (iv) authorization of
Section 2.12 of IMSG's Policies and Procedures Manual, as
amended from time to time, as its own. Such resolution shall be
attached hereto as Exhibit 5b.
c) At the time of Closing, Colonial shall have good, and
indefeasible title to all of the Shares, free and clear of all
liens, mortgages, pledges, security interests, encumbrances,
claims of any creditor or charges of any kind or nature
whatsoever, and shall have the absolute and unrestricted right
to transfer, sell and convey to IMSG or its assigns the Shares.
d) The sale of the Shares pursuant to this Agreement will not
contravene any federal, state, municipal or other law, rule,
regulation or ordinance, and Colonial shall fully comply with
all such applicable laws, rules, regulations and ordinances.
e) Neither the execution, delivery nor performance of this
Agreement nor the consummation of the transactions described
herein will materially conflict with or violate any provision of
(i) the Certificate of Incorporation or By-Laws of Colonial or
(ii) any indenture, agreement or other contract of any kind or
character to which Colonial is a party or by which it is bound,
or be in material conflict with, result in material breach of or
constitute (with due notice or the passage of time or both) a
material default under any such indenture, agreement or other
contract or result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of the
Shares.
f) Colonial is not in material default under any provision of any
contract,
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commitment, agreement or letter of intent to which it
is a party or by which it is bound, which default would
adversely affect the ability or right of Colonial to transfer
the Shares to IMSG pursuant to this Agreement, or would
adversely affect Colonial's business condition, and no event has
occurred which, with due notice or passage of time or both,
would constitute such material default.
g) No representation, warranty or covenant of Colonial under this
Agreement, nor any statement, certificate or other instrument
furnished either to IMSG pursuant to this Agreement or in
connection with the transactions consummated pursuant hereto,
contains, or will contain, to Colonial's knowledge, any untrue
statement of a material fact or omit to state a material fact
necessary to make not misleading the statements contained herein
and therein or necessary to provide IMSG with complete and
accurate information as to Colonial and its businesses,
operations, properties and assets.
h) Except as set forth on Exhibit 5h there are no actions, suits,
claims or proceedings pending or threatened and no judgments or
outstanding orders, injunctions, decrees, stipulations or awards
(whether rendered by a Court, administrative agency or
arbitration) against Colonial's assets nor does Colonial have
reason to believe or know of any circumstances which may give
rise to any legal action against them at the present time which
would have any affect on its Shares.
i) Neither Colonial nor Shareholders are delinquent in the filing
of any tax returns or in the payment of any amount of Federal,
State or local taxes, including any interest or penalties. There
are no threatened claims against Colonial or Shareholders for
deficiencies with respect to any amount of taxes.
j) Colonial is not a party to any union contracts which continue to
be in force or effect.
k) Colonial's Employer Identification Number is 00-0000000.
l) From time to time, after the Closing, at the request of IMSG,
Colonial will deliver such other instruments of conveyance and
transfer and take such other action as IMSG may reasonably
require more effectively to convey, transfer to and to put IMSG
in possession of, the Shares. Through the Closing date, the
following conditions will be met:
1. Debts of Colonial shall be timely paid in accordance with
the terms of Colonial existing debt instruments and only in
accordance with such terms.
2. There will be no changes, modifications or amendments in
connection
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with any contracts with Colonial Corporate
Principals. No bonuses shall be paid to nor assets
transferred to Colonial Corporate Principals. "Corporate
Principal" shall mean any shareholder, director or officer
of Colonial.
3. There will be no dividends declared or paid on the Shares.
4. Business will be conducted in its normal course. Any
proposed transaction outside of the normal course of
business will only be done with the prior written consent
of IMSG.
5. Best efforts will be used to retain and satisfy clients.
Attached hereto as Exhibits and by reference made a part hereof is a copy,
which Colonial and Shareholders warrant, covenant and represent to IMSG in
each case is a true, correct and complete copy of each of the following:
n) Colonial's most recent year-end and quarterly financial statement.
o) Colonial's consolidated 1997 tax returns including any k-1's
generated for the shareholders.
p) All significant business contracts and agreements in connection with
the Shares being acquired pursuant to this Agreement.
q) Colonial's premises lease, if any.
r) All employment contracts of Colonial employees.
s) Colonial's Article of Incorporation and By-Laws and any amendments
thereto.
t) Incumbency Certificate listing current officers and directors of
Colonial.
u) Regulatory authorizations, if any, in connection with the business
being acquired pursuant to this Agreement.
v) Pending or threatened lawsuits or regulatory actions.
w) Schedule of all Colonial's work-in-process as of the Closing date.
x) Schedule of all Colonial's liabilities.
y) Colonial will deliver to IMSG all the contracts, dealer franchises,
agreements, commitments and rights pertaining to Colonial's business
and other data relating to its assets, business and operation, except
its books of account and supporting records, corporate minute books
and stock transfer records of Colonial.
6. Representations, Warranties and Covenants of IMSG. As an inducement to
Colonial to sell the Shares being sold pursuant to this Agreement and for
entering into this Agreement, IMSG represents, warrants and covenants to
Colonial as
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follows:
a) Neither the execution nor the delivery of this Agreement by IMSG, nor
the performance of this Agreement, nor the consummation of the
transactions contemplated hereby by IMSG, violates the provisions of
any note, indenture, agreement, loan agreement, mortgage, security
agreement, or other instrument to which IMSG is a party or by which
either is bound, or be in material conflict with, result in material
breach of or constitute (with due notice or the passage of time or
both) a material default under any such indenture, or agreement.
b) The purchase, acquisition and ownership of the Shares will not
conflict with the Articles of Incorporation, By-Laws or any corporate
resolution of IMSG.
c) No representation, warranty or covenant by IMSG herein and no
statement or certificate to be furnished to Colonial pursuant hereto
or in connection with the transactions contemplated hereby contains
any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained therein not
misleading.
d) IMSG's Employer Identification Number is 00-0000000.
7. Survival of Representations and Warranties.
a) The respective representations and warranties set forth in this
Agreement shall survive the Closing and thereafter shall be fully
effective and enforceable and shall not be affected by any
investigation, verification or approval by any party hereto or by
anyone acting on behalf of any such party and shall constitute a
condition precedent to Closing. Failure of any representation,
warranty or covenant of a Party as of Closing shall act as a
condition precedent for closing by the other Party.
b) The respective covenants and agreements of the parties set forth in
this Agreement, except those covenants and agreements that are
required expressly by this Agreement to be fully kept, performed and
discharged at or prior to the time of Closing, shall survive the
Closing and thereafter shall be fully effective and enforceable.
c) Any party hereto shall have the right to compel the specific
performance of any obligation of any other party hereto, or affected
by the terms and provisions hereof.
d) Notwithstanding the other provisions of this Agreement, the
representations and warranties set forth in this Agreement shall
expire after two years.
8. Closing. The delivery of the documents referred to herein shall take place
at the offices of IMSG at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx on
or before
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January 15, 1999, provided that the Closing will be deemed effective
January 1, 1999.
At the Time of Closing, the parties shall deliver the following documents,
or such other documents and substitutions thereof as are satisfactory to
the other, and shall comply with the following procedures:
1. Colonial shall deliver to IMSG:
a) Copies of appropriate written consent of the Board of Directors and
Shareholders of authorizing the execution, delivery and performance
of this Agreement by Colonial certified by the Secretary of Colonial
as set forth in Exhibit 8.1.a and said consent shall reflect that the
statements made in the Agreement are true and correct to the best of
Colonial's, its officers and Shareholders knowledge after due
inquiry, review and examination;
b) Executed Transaction Documents.
c) An opinion of counsel for Colonial as to the following matters;
i) Colonial is duly organized, validly existing, and in good
standing under the laws of the State of Florida, and is entitled
to own or lease property and to carry on its businesses as they
are now being conducted.
ii) Colonial is duly authorized to enter into this Agreement,
execute, deliver, and perform the same to Colonial and to
consummate the transaction herein contemplated in accordance
with the terms thereof. The execution, delivery, and performance
of this Agreement, and the consummation of the transactions
contemplated hereby, do not violate the provisions of any note,
indenture, agreement, loan agreement, mortgage, security
agreement, or other instrument to which Colonial is a party or
by which it is bound.
iii) There are no proceedings or actions pending to limit or impair
any corporate power, right or privilege or to dissolve Colonial.
iv) Neither the execution, delivery, nor performance of this
Agreement nor the consummation of the transactions described
herein will materially conflict with or violate any provision of
(i) the Articles of Incorporation or By-Laws of Colonial, or
(ii) any indenture, agreement, or other contract of any kind or
character to which Colonial is a party or be in material
conflict with, result in material breach of, or constitute (with
due notice or the passage of time or both) a material default
under any such indenture, agreement, or other contract or result
in the creation or imposition of any lien, charge, or
encumbrance of any nature whatsoever upon any of its
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Shares.
d) Executed Employment Agreements for J. Xxxxxxx Xxxxxxx and
Xxxxxxx X. Xxxxx (the form of which is attached as Exhibit
8.1.f.).
e) Executed lease of premises (the form of which is attached as
Exhibit 8.1.g.).
f) Executed Option and Exchange Agreement (the form of which is
attached as Exhibit 3a.
g) A Certificate of Good Standing from the Secretary of State
reflecting that Colonial is a corporation in good standing under
the laws of the State of Florida.
h) Colonial will deliver to IMSG at Closing its books of account
and supporting records, corporate minute books and stock
transfer records.
i) Certificates representing all authorized and issued Shares with
appropriate stock powers attached.
2. IMSG shall deliver or cause to be delivered to Colonial:
a) Copies of appropriate resolution adopted by the Board of
Directors of IMSG and certified by its Secretary authorizing the
execution, delivery and performance of this Agreement and the
Transaction Documents.
b) Executed Employment Agreements for J. Xxxxxxx Xxxxxxx and
Xxxxxxx X. Xxxxx.
c) Executed lease of premises.
d) An opinion of counsel for IMSG as to the following matters;
i) IMSG is duly organized, validly existing, and in good
standing under the laws of the State of Florida, and is
entitled to own or lease property and to carry on its
businesses as they are now being conducted.
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ii) IMSG is duly authorized to enter into this Agreement
together with its Exhibits and the Transaction Documents,
execute, deliver, and perform the same to IMSG and to
consummate the transaction herein contemplated in
accordance with the terms thereof. The execution, delivery,
and performance of this Agreement, and the consummation of
the transactions contemplated hereby, do not violate the
provisions of any note, indenture, agreement, loan
agreement, mortgage, security agreement, or other
instrument to which IMSG is a party or by which it is
bound.
iii) There are no proceedings or actions pending to limit or
impair any corporate power, right or privilege or to
dissolve IMSG.
iv) Neither the execution, delivery, nor performance of this
Agreement nor the consummation of the transactions
described herein will materially conflict with or violate
any provision of (i) the Articles of Incorporation or
By-Laws of IMSG, or (ii) any indenture, agreement, or other
contract of any kind or character to which IMSG is a party
or be in material conflict with, result in material breach
of, or constitute (with due notice or the passage of time
or both) a material default under any such indenture,
agreement, or other contract.
e) Executed Option and Exchange Agreement
9. Expenses. Each party shall pay its own expenses and fees of its counsel
and accountants incurred in connection with the negotiation, execution and
delivery of this Agreement and the performance and consummation of the
transactions described herein.
10. Brokerage and Finder's Fees. Colonial represents and warrants to IMSG that
no person was or will be entitled to any brokerage commission or finder's
fee in connection with the transaction described in this Agreement as a
result of any action taken by Colonial, or any officer, director or
employee of Colonial, and IMSG represents and warrants to Colonial that no
such commission or finder's fee was or will be due to any person in
connection with such transaction as a result of any action taken by IMSG.
Colonial agrees to indemnify and hold harmless IMSG, and IMSG agrees to
indemnify and hold harmless Colonial, from and against any and all claims
or causes of action asserted by any third person or persons for brokerage
commissions or for finder's fees in connection with the transactions
described in this Agreement as a result of any action taken by or on
behalf of the indemnifying party or parties.
11. Indemnifications.
a) Colonial shall, indemnify and hold IMSG harmless against any damage,
loss, liability, cost or expense, including reasonable attorney's
fees, resulting or arising from or in connection with any material
misrepresentation or breach of any warranty or covenant on the part
of
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Colonial under this Agreement or any litigation resulting from
causes of action which occurred prior to the closing date herein.
IMSG shall indemnify and hold Colonial harmless against any and all
damage, loss, liability, cost or expense, including reasonable
attorney's fees, in connection with any material misrepresentation or
breach of any warranty or covenant on the part of IMSG under this
Agreement or any litigation resulting from causes of action which
occurred prior to the closing date.
b) Upon the determination of the liability under this Section 11, the
appropriate party shall pay to the other, as the case may be, within
ten days after such determination, the amount of any claim for
indemnification made thereunder. Upon the payment in full of any
claim, either by set-off or otherwise, the entity making payment
shall be subrogated to the rights of the indemnified party against
any person, firm or corporation other than the parties to this
Agreement and their affiliates with respect to the subject matter of
such claim.
c) The parties acknowledge that IMSG gives no assurances as to the
federal or state income tax implications or consequences to Colonial
and Shareholders in connection with the transaction contemplated by
this Agreement and that Colonial and Shareholders have looked to
their own advisors for such advice.
12. Notices. Any and all notices, designations, consents, offers, acceptances,
or any other communication provided for herein shall be given in writing
by hand delivery, by overnight carrier, by registered or certified mail or
by facsimile transmission and shall be addressed as follows:
As to Colonial:
J. Xxxxxxx Xxxxxxx, President
Colonial Catastrophe Claims Corporation
000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Telephone (000) 000-0000
Fax (000) 000-0000
As to IMSG
Insurance Management Solutions Group, Inc.
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Telephone (000) 000-0000
Fax (000) 000-0000
Notices sent by hand delivery shall be deemed effective on the date of
hand delivery. Notices sent by overnight carrier shall be deemed effective
on the next
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business day after being placed into the hands of the overnight carrier.
Notices sent by registered or certified mail shall be deemed effective on
the third business day after being deposited into the post office. Notices
sent by facsimile transmission shall be deemed to be effective on day when
sent if sent prior to 4:30 p.m. (the time being determined by the time
zone of the recipient) otherwise they shall be deemed effective on the
next business day.
13. Business Terms and Conditions: Upon closing, the following business terms
and conditions shall apply:
a) Immediately following Closing, Colonial shall be merged into a newly
formed wholly-owned subsidiary of IMSG. For a period of at least five
years Colonial will not merge with Insurance Management Solutions,
Inc., except that this provision shall not be applicable should
either Xx. Xxxxxxx or Xx. Xxxxx terminate their employment contract
or be terminated for cause prior to the expiration of the five year
term. Following the merger, the newly formed corporation shall change
its name to Colonial Claims Corporation or Colonial Catastrophe
Claims Corporation.
b) Xx. Xxxxxxx and Xx. Xxxxx shall report administratively to the head
of IMSG's Claims Department;
c) Colonial shall be subject to periodic audit and review by IMSG's
Claims Department or its duly appointed representative;
d) Employees of Colonial shall be eligible for any employee benefit
normally offered to all IMSG's employees, including IMSG's 401 K
Plan;
e) Prior to Closing, Shareholders shall cooperate in qualifying for
keyman life insurance on their lives. IMSG shall purchase such
insurance in an amount it deems appropriate and designate the
beneficiary.
14. Miscellaneous. The following terms and conditions apply to this Agreement:
a) In the event that any provision of this Agreement is finally adjudged
to be invalid, unenforceable or unlawful, the invalid, unenforceable
or unlawful provisions of this Agreement shall be deemed of no force
and effect and the remaining provisions of this Agreement shall be
deemed severable therefrom and fully enforceable.
b) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, representatives,
successors and assigns; provided, however, in no event shall this
Agreement be assignable prior to the Closing.
c) No failure or failures by any party to exercise any right under this
Agreement shall be deemed to be a waiver or bar to the exercise or
enforcement by such party of any future right or remedy.
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d) No remedy conferred by any of the specific provisions of this
Agreement is intended to be exclusive of any other remedy given under
this Agreement or hereafter existing in law or in equity or by
statute or otherwise and may be exercised independently of, or in
conjunction with, each and every other such remedy. The election of
any one or more remedies by any party shall not constitute a waiver
of the right to pursue any other remedy available.
e) The parties hereto agree that this Agreement shall be construed in
all respects in accordance with the laws of the State of Florida.
f) Time is of the essence in the construction of this Agreement.
15. Attorney's Fees. If any party hereto should bring a regulatory,
arbitration or other proceeding seeking to interpret, enforce, rescind,
renounce, declare void or terminate this Agreement or any provisions
thereof, the prevailing party shall be entitled to recover all of its
legal expenses, including reasonable attorney's fees paralegal costs and
any other reasonable costs (including legal expenses for any appeals
taken), and to have the same awarded as part of the judgment in the
proceeding in which such legal expenses and attorney's fees were incurred.
16. Captions. The paragraph captions as to contents of the particular
paragraphs herein are inserted only for convenience and are in no way to
be construed as part of this Agreement or as a limitation of the scope of
the particular paragraph in which they are referred.
17. Construction of Agreement. Words of a gender used in this Agreement shall
be held to include any other gender, the words in a singular number held
to include the plural, when the sentence so requires.
18. Counterparts. This Agreement may be executed in several counterparts, each
of which so executed shall be deemed to be an original, and said
counterparts shall together constitute and be one and the same instrument.
19. Modification. No change or modification of this Agreement shall be valid
unless the same shall be in writing and signed by all of the above parties
hereto.
20. Representation Acknowledged. The parties acknowledge that each party and
its counsel have reviewed and revised this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of
this Agreement, the transaction documents described herein or any
amendments or exhibits hereto.
21. Venue. The venue for any action brought to interpret or enforce the terms
and conditions of this Agreement shall be in Pinellas County, Florida.
22. No Public Announcement. Except as may be required by law, without the
prior written consent of IMSG each party shall not, and will direct and
cause
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representatives not to, make any release to the press or other
public disclosure with respect to this Agreement or the proposed
undertaking contemplated hereby. Notwithstanding anything in this
Agreement to the contrary, this section shall, at all times, be legally
binding upon the parties whether or not the proposed undertaking is
completed.
IN WITNESS WHEREOF, each of the parties hereto has subscribed to this
Agreement or caused its corporate name to be subscribed to this Agreement by
its duly authorized officers on the day and year indicated below in St.
Petersburg, Florida.
COLONIAL CATASTROPHE CLAIMS CORPORATION
WITNESSES: "COLONIAL"
/s/ Xxxxx Xxxxxxxx BY: /s/ J. Xxxxxxx Xxxxxxx
--------------------------------- ---------------------------------
J. Xxxxxxx Xxxxxxx
/s/ Illegible AS ITS: President 12-10-98
--------------------------------- -----------------------------
President
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
WITNESSES: "IMSG"
/s/ Xxxxxxxx X. Xxxxxx BY: /s/ Xxxxxxx X. Xxxxx
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxx
/s/ Illegible AS ITS:
--------------------------------- -----------------------------
Executive Vice President
WITNESSES: "SHAREHOLDERS"
/s/ Xxxxxxxx X. Xxxxxx /s/ J. Xxxxxxx Xxxxxxx
--------------------------------- -------------------------------------
J. Xxxxxxx Xxxxxxx
/s/ Illegible /s/ Xxxxxxx X. Xxxxx
--------------------------------- -------------------------------------
Xxxxxxx X. Xxxxx
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EXHIBIT LIST
EXHIBIT NO. NAME
----------- ----
2.d Registration Rights Agreement
3.a Option and Exchange Agreement
3.b Note
5.b Colonial Resolution
5.h Colonial's litigation, if any
5 h - y Colonial's due diligence docs
8.1.a
8.1.d Colonial's Opinion of Counsel
8.1.f Employment Agreements
8.1.g Lease
8.2.a IMSG's Resolution
8.2.d IMSG's Opinion of Counsel
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ADDENDUM
TO
STOCK PURCHASE AGREEMENT
This Addendum to Stock Purchase Agreement (this "Addendum") is entered
into this _____ day of December, 1998, by and between Colonial Catastrophe
Claims Corporation, a Florida corporation with its principal place of business
located at 000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter referred to
as "Colonial"), Colonial's shareholders, J. Xxxxxxx Xxxxxxx and Xxxxxxx X.
Xxxxx (hereinafter referred to as "Shareholders"), and Insurance Management
Solutions Group, Inc., a Florida corporation, with its principal place of
business located at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 or
assigns (which together with its affiliates shall be hereinafter referred to as
"IMSG").
R E C I T A L S
WHEREAS, the parties hereto entered into a Stock Purchase Agreement dated
December 10, 1998 which they desire to amend by this Addendum.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The fourth sentence of paragraph 2(a) of the Agreement shall be
modified to read as follows:
Specifically, IMSG shall issue Shareholders that number of Shares
determined by dividing $300,000.00 by the average closing price per Share
(as reported by Nasdaq) for the last five trading days in calendar year
1999.
2. Paragraph 5 of the Agreement shall be amended to add the following
subparagraphs:
(z) The Shareholders have received, read and are familiar with the Form
S-1 Registration Statement, as amended, of IMSG relating to its proposed IPO.
The Shareholders and their representatives have had full access to all
documents, records and books pertaining to IMSG and the Shareholders'
acquisition of shares of IMSG common stock pursuant hereto, and all documents
requested by Shareholders or their representatives have been made available or
delivered to Shareholders. Shareholders have had the opportunity to ask
questions of, and receive answers from, the officers and directors of IMSG
concerning such company, its business and the terms and conditions of the
transactions contemplated hereby. Shareholders have relied solely upon
independent investigations made by them or their representatives in making a
decision to enter into the Agreement and acquire shares of IMSG common stock.
Shareholders are aware that an investment in shares of IMSG common stock
involves a high degree of risk and they have carefully
18
considered the investment based upon such independent investigations.
(aa) Shareholders: (i) can bear the economic risk of losing their
entire investment; (ii) have an overall commitment to investments
that are not readily marketable which is not disproportionate to
their net worth, and the shareholders' investment in shares of
IMSG common stock will not cause such overall commitment to
become excessive, (iii) have adequate means of providing for
their current needs and personal contingencies and have no need
for liquidity in their investment in shares of IMSG common stock;
(iv) have such knowledge and experience in financial affairs as
to be capable of evaluating the merits and risks of the
investment; and (v) find the objectives of IMSG are compatible
with their investment goals.
(bb) Each Shareholder is a permanent resident of the State of Florida
and intends to remain a resident of such state.
(cc) Shareholders understand that the shares of IMSG common stock
to be issued to them have not been registered with the Securities
and Exchange Commission or any state securities commissions in
reliance on exemptions which are contingent, among other things,
on such shares being acquired solely for the account of the
Shareholders for investment and are not being acquired for
resale, fractionalization or distribution; Shareholders have no
contract, undertaking, agreement or arrangement with any person
to sell, transfer, or pledge the shares of IMSG common stock, or
any part thereof; and the Shareholders have no present plan to
enter into any such contract, undertaking, agreement or
arrangement.
(dd) Shareholders agree not to dispose of the shares of IMSG common
stock to be acquired hereunder or any interest therein, except in
compliance with the Securities Act of 1933 (the "Act") and all
applicable state securities laws.
(ee) Shareholders acknowledge and agree that there are substantial
restrictions on the transferability of the shares of IMSG common
stock being acquired hereunder, such restrictions will be
evidenced by a legend on any certificates representing such
shares, and resales of such shares in contravention of such
restrictions are void.
3. Except for the terms of this Addendum, all other terms of the
Agreement shall remain the same.
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19
IN WITNESS WHEREOF, each of the parties hereto has subscribed to this
Agreement or caused its corporate name to be subscribed to this Agreement by
its duly authorized officers on the day and year indicated below in St.
Petersburg, Florida.
WITNESSES: Colonial Catastrophe Claims
Corporation "Colonial"
BY: /s/ J. Xxxxxxx Xxxxxxx
--------------------------------- ----------------------------------
J. Xxxxxxx Xxxxxxx
--------------------------------- AS ITS: President
------------------------------
President
Insurance Management Solutions Group,
Inc.
WITNESSES: "IMSG"
BY: /s/ Xxxxx X. Xxxx
--------------------------------- ----------------------------------
Xxxxx X. Xxxx
AS ITS:
--------------------------------- ------------------------------
Vice President
WITNESSES: "SHAREHOLDERS"
/s/ J. Xxxxxxx Xxxxxxx
--------------------------------- -------------------------------------
J. Xxxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
--------------------------------- -------------------------------------
Xxxxxxx X. Xxxxx
3
