Execution Version Conifer Holdings, Inc. $10,500,000 7.5%/12.5% Subordinated Notes due September 30, 2038 ______________ AMENDED AND RESTATED NOTE PURCHASE AGREEMENT ______________ Dated as of September 25, 2018 25598028
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Execution Version Conifer Holdings, Inc. $10,500,000 7.5%/12.5% Subordinated Notes due September 30, 2038 ______________ AMENDED AND RESTATED NOTE PURCHASE AGREEMENT ______________ Dated as of September 25, 2018 25598028
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Conifer Holdings, Inc. 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 7.5%/12.5% Subordinated Notes due September 30, 2038 As of September 25, 2018 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: Conifer Holdings, Inc., a Michigan corporation (the βCompanyβ), agrees with each of the Purchasers to amend and restate the Note Purchase Agreement dated as of September 29, 2017, as amended by the First Amendment dated as of June 21, 2018 (as so amended and as otherwise amended, restated, supplemented or modified from time to time, the βExisting Note Purchase Agreementβ), as follows: 1. AUTHORIZATION OF THE NOTES. (a) On September 29, 2017, the Company issued and sold to Elanus Capital Investments Master SP Series 3 (βElanusβ) $30,000,000 aggregate principal amount of its 8% Subordinated Notes due September 29, 2032 (the βExisting Notesβ). (b) On September 24, 2018, the Company consummated an offering of 6.75% Senior Unsecured Notes due 2023 in the aggregate principal amount of $22,000,000 (the βSenior Notesβ). (c) In connection with the foregoing offering by the Company, Elanus and the Company entered into the Subordinated Notes Amendment Agreement dated as of September 24, 2018 (the βAmendment Agreementβ), pursuant to which (i) a portion of the net proceeds of such offering were used to prepay $15,000,000 of the Existing Notes, plus accrued interest thereon, and (ii) Elanus agreed to apply $5,000,000 of the Existing Notes for the purchase of $5,000,000 of the Senior Notes, which application constituted an additional prepayment of the Existing Notes. After giving effect to the foregoing prepayments of the Existing Notes, $10,000,000 of the Existing Notes remained outstanding. (d) As of the date hereof, the Company will authorize the issue and sale of $10,500,000 aggregate principal amount of its 7.5%/12.5% Subordinated Notes due September 30, 2038 (the βNotesβ), of which $10,000,000 of the Notes will be deemed issued in exchange for the outstanding Existing Notes and an additional $500,000 of the 25598028
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Notes will be deemed issued and sold to the Purchaser. Each Note shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by each Purchaser and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a βScheduleβ or an βExhibitβ are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. 2. SALE AND PURCHASE OF THE NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, as of the Closing provided for in Section 3, each Note in the principal amount specified opposite each Purchaserβs name in Schedule A at the purchase price of 100% of the principal amount thereof. 3. CLOSING. The sale and purchase of each Note to be purchased by each Purchaser shall occur at the offices of the Company, 000 X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, at 2:00 p.m., Eastern Standard Time, as of a closing (the βClosingβ) on September 25, 2018 (the βClosing Dateβ), or on such other Business Day thereafter as may be agreed upon by the Company and each Purchaser. As of the Closing the Company will deliver to each Purchaser a Note to be purchased by each such Purchaser dated the date of the Closing and registered in such Purchaserβs name (or in the name of its nominee), against delivery to the Company of cash in the aggregate amount of $500,000 by wire transfer of immediately available funds for the account of the Company to account number 01382306748 at Huntington National Bank, Columbus, Ohio, (Wire Instructions: ABA 000000000, Account 01382306748, For the benefit of: Conifer Holdings, Inc., 000 X. Xxxxxxx Xxxxxx, Xxxxx 000, PO BOX 3003, Birmingham, MI 48009). Upon each Purchaserβs receipt of the Notes, such Purchaser will return to the Company the Existing Notes in its possession for cancellation by the Company. If at the Closing the Company shall fail to tender a Note to a Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to each Purchaserβs satisfaction, each Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights it may have by reason of such failure by the Company to tender such Note or any of the conditions specified in Section 4 not having been fulfilled to its satisfaction. 4. CONDITIONS TO CLOSING. Each Purchaserβs obligation to purchase and pay for a Note to be sold to such Purchaser as of the Closing is subject to the fulfillment to its satisfaction, prior to or as of the Closing, of the following conditions: 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and as of the time of the Closing. 2
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relating to any license or licenses of any Insurance Subsidiaries (representing singularly or in the aggregate 10% or more of gross written premiums of the Company and its Subsidiaries) that may be revoked, not renewed or otherwise impaired, or (ii) any other action, suit or proceeding that would reasonably be expected to have a Material Adverse Effect. (f) Notices from Governmental Authority -- promptly, and in any event within five (5) Business Days of receipt thereof, copies of (i) any notice to the Company or any Subsidiary from an Insurance Regulatory Authority to the effect that any license or licenses of any Insurance Subsidiaries (representing singularly or in the aggregate 10% or more of gross written premiums of the Company and its Subsidiaries) will be revoked, not renewed or otherwise impaired, or (ii) any other notice from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect; and (g) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under each Note as from time to time may be reasonably requested by any such holder of a Note. 7.2. Officerβs Certificate. Each set of financial statements delivered to the holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth: (a) Covenant Compliance -- the information (including detailed calculations) required in order to establish whether the Company was in compliance with the covenants set forth in Section 11 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and (b) Event of Default -- a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervi- sion, a review of the transactions and conditions of the Company and its Sub- sidiaries from the beginning of the quarterly or annual period covered by the state- ments then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto. 12
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7.3. Inspection. The Company shall permit the representatives of the holder of a Note: (a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to examine all of its books of account, records, reports and other papers, and to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Companyβs officers, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default -- if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. 13
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exceeding $1,000,000 during any single fiscal year of the Company and $3,000,000 in the aggregate during the term of this Agreement at any time outstanding, and any renewals or refinancing of such Indebtedness, on substantially the same terms or terms that are not more burdensome on the Company as in effect on the date of incurrence of such Indebtedness and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; provided, further, that the principal amount of such renewed or refinanced Indebtedness shall not exceed the principal amount of the Indebtedness so renewed or refinanced and shall in no event exceed the caps set forth above; (g) Indebtedness in respect of Hedging Contracts authorized as required under Section 8.9 of the Senior Loan Agreement and Hedging Contracts entered into in the ordinary course of business related loans from the Federal Home Loan Bank of Indiana for interest rate management and not for speculative purposes; (h) Guaranty Obligations to the extent permitted under Section 10.7; (i) Indebtedness incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations or to or for the benefit of any Person providing workersβ compensation, health, disability or other employee benefits or property, casualty or liability insurance, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Companyβs industry; (j) additional unsecured Indebtedness of the Company and its Subsidiaries not otherwise described above, not in excess of $1,500,000 in aggregate principal amount at any one time outstanding, provided that no Default or Event of Default shall have occurred and be continuing at the time of incurring such Indebtedness or shall result from the incurrence of such Indebtedness; and (k) Loans from the Federal Home Loan Bank of Indiana issued or created for the account of the Insurance Subsidiaries. 18
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formance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $1,500,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests) the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $1,500,000 (or its equivalent in the relevant currency of payment); or (g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing of a petition against it for relief or reorganization or rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, rehabilitation, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (h) a court of competent jurisdiction or Governmental Authority enters an order appointing, without consent by the Company or any of its Subsidiaries, a custodian, receiver, rehabilitator, supervisor, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up, rehabilitation, liquidation or any similar relief of or with respect to the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such petition shall not be dismissed within 60 days; or (i) a final order, orders, judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration of such stay; 22
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17.2. No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for redemption or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company and each holder of a Note by the holders of such Senior Debt therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in case, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest on a Note, or in respect of any redemption, repayment, retirement, purchase or other acquisition of a Note. (b) In the event of a bankruptcy, insolvency or other similar proceeding described in the definition of Event of Default (each such event, if any, herein sometimes referred to as a βProceedingβ), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of a Note on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Notes shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, each holder of a Note, together with the holders of any obligations of the Company ranking on a parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and any premium and interest on the Notes and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Notes and such other obligations. (c) If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such 28
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payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) in full. In the event of the failure of the holder of a Note to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. (d) Each holder of a Note, at the expense of the Company, shall take such reasonable action (including the delivery of this Agreement to an agent for any holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions, including the execution of a standalone Subordination Agreement. 17.3. Payment Permitted If No Default. Nothing contained herein or elsewhere in this Agreement or in the Notes shall prevent the Company, at any time, except during the pendency of the conditions described above or of any Proceeding, from making payments at any time of principal of and any premium and interest on the Notes. 17.4. Subrogation to Rights of Holders of Senior Debt. Subject to the payment in full of all amounts due or to become due on all Senior Debt, whether in cash, securities or other property, each holder of a Note shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions hereof (equally and ratably with the holders of all Indebtedness of the Company that by its express terms is subordinated to Senior Debt of the Company to substantially the same extent as each Note is subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of and any premium and interest on the Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which each holder of a Note would be entitled except for these subordination provisions, and no payments made pursuant to these subordination provisions to the holders of Senior Debt by the holder of a Note, shall, as among the Company, its creditors other than holders of Senior Debt, and the holder of a Note, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt. 29
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17.5. Provisions Solely to Define Relative Rights. These subordination provisions are and are intended solely for the purpose of defining the relative rights of each holder of a Note on the one hand and the holders of Senior Debt on the other hand. Nothing contained herein or elsewhere in this Agreement or in the Notes is intended to or shall (a) impair, as between the Company and each holder of a Note, the obligations of the Company, which are absolute and unconditional, to pay to each holder of a Note the principal of and any premium and interest on the Notes as and when the same shall become due and payable in accordance with their terms, (b) affect the relative rights against the Company and each holder of a Note and creditors of the Company other than their rights in relation to the holders of Senior Debt or (c) prevent the holder of a Note from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, including filing and voting claims in any Proceeding, subject to the rights, if any, of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the holder. 17.6. No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that the holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing sentence, the holders of Senior Debt may, at any time and form time to time, without the consent of or notice to the holder of a Note, without incurring responsibility to such holder of a Note and without impairing or releasing the subordination providing herein or the obligations hereunder of the holder of a Note to the holders of Senior Debt, do any one or more of the following (unless in violation of this Agreement): (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding, (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt, (iii) release any Person liable in any manner for the payment of Senior Debt and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 17.7. Notice to Holders. The Company shall give prompt written notice to the holder of a Note of any fact known to the Company that would prohibit the making of any payment in respect of the Notes. 30
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prior written consent of each holder and (y) in the absence of the existence and the continuation of an Event of Default, no Purchaser may assign any of its right, title or interest in and to any Note without the consent of the Company (not to be unreasonably withheld, conditioned or delayed). Any assignee of the Purchaser or any other holder shall execute a joinder to this Agreement. 22.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including Section 9, Section 10, Section 11 and the definition of βIndebtednessβ), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 000-00-00 β Fair Value Option, International Accounting Standard 39 β Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. 22.3. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or interest on the Notes that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day. 22.4. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 22.5. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. Defined terms herein shall apply equally to the singular and plural forms of the 35
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terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words βinclude,β βincludesβ and βincludingβ shall be deemed to be followed by the phrase βwithout limitation.β The word βwillβ shall be construed to have the same meaning and effect as the word βshall.β Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such Personβs successors and assigns, (c) the words βherein,β βhereofβ and βhereunder,β and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. 22.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 22.7. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State. 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or 36
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any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 20 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holder of such Note may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. 22.9. No Recourse Against Others. This Agreement, the Notes and the obligations hereunder and thereunder are fully recourse to the Company. No director, officer, employee, incorporator, Affiliate or stockholder of the Company shall have any liability for any obligations of the Company under the Notes or this Agreement or for a claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of a Note, by accepting such Note, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. * * * * * 37
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The foregoing is hereby agreed to as of the date hereof. ELANUS CAPITAL INVESTMENTS MASTER SP SERIES 3 By Xxxxxxx Xxxxxx Its: Sole Director 38
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SCHEDULE A INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchasers Note to be Purchased Elanus Capital Investments Master SP Series 3 $10,500,000 (1) All payments by wire transfer of immediately available funds to: The Bank of New York Mellon ABA #: 000000000 Account Number 9932228400 Account Name: ELANUS CAP INVS MSTR SP SER 3 with sufficient information to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers: Address: c/o Elanus Capital Management LLC (the manager) 000 Xxxxxx Xxxxxx Xxxxx 000 Xxx Xxxx, XX 00000 Fax: 000-000-0000 Contacts: Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxx Email: xxxxxxx@xxxxxxxxxxxxx.xxx; xxxxxxxx@xxxxxxxxxxxxx.xxx; and xxxxxxxxxx@xxxxxxxxxxxxx.xxx (3) All other communications: Address: c/o Elanus Capital Management LLC (the manager) 000 Xxxxxx Xxxxxx Xxxxx 000 Xxx Xxxx, XX 00000 Fax: 000-000-0000 Contacts: Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxx Email: xxxxxxx@xxxxxxxxxxxxx.xxx; xxxxxxxx@xxxxxxxxxxxxx.xxx; and xxxxxxxxxx@xxxxxxxxxxxxx.xxx 1 Schedule A 25598028
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SCHEDULE A With a copy to: Xxxxxx X. Xxxxx XXXXXXXX CHANCE US LLP 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Fax: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxxxxxxxxx.xxx 2 Schedule A 25598028
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SCHEDULE B DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: βAdverse Development Coverβ means the Swiss Re Adverse Development Cover as described in the document βADC Binding Quote Conifer 2017 08 31. βAffiliateβ means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, βControlβ means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an βAffiliateβ is a reference to an Affiliate of the Company. βAgreementβ means this Amended and Restated Note Purchase Agreement, including all Schedules attached to this Agreement. βAmendment Agreementβ is defined in Section 1(c). βAnti-Corruption Lawsβ means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Xxxxxxx Xxx 0000. βAnti-Money Laundering Lawsβ means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist- related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act. βBlocked Personβ means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b). 1 Schedule B 25598028
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βBusiness Dayβ means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City or Detroit, Michigan are required or authorized to be closed. βCapital Leaseβ means, at any time, a lease with respect to which the lessee is or is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP as in effect on the effective date of this Agreement. βClosingβ is defined in Section 3. βClosing Dateβ is defined in Section 3. βCodeβ means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time. βCompanyβ means Conifer Holdings, Inc., a Michigan corporation. βConsolidated Indebtednessβ means, as at any date of determination, the aggregate amount of all Indebtedness of the Company and its Subsidiaries. βConfidential Informationβ is defined in Section 21. βConsolidated Net Incomeβ means the net income (or loss) of the Company and its consolidated Subsidiaries for such period, all as determined in accordance with GAAP. βControlled Entityβ means (a) any of the Subsidiaries of the Company and any of their or the Companyβs respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates. βDefaultβ means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. βDefault Rateβ means that rate of interest that is 2% per annum above the rate of interest stated in clause (a) of the first paragraph of each Note. βDisclosure Documentsβ is defined in Section 5.3. βDividend Paying Capacityβ means for any Insurance Subsidiary for any fiscal quarter end, the greater of (i) net income of such Insurance Subsidiary for the most recent year end or (ii) 10% of Statutory Surplus for such Insurance Subsidiary as of the last day of the most recent quarter end, all as determined in accordance with GAAP or SAP. βElanusβ is defined in Section 1(a). 2 Schedule B 25598028
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βERISAβ means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. βERISA Affiliateβ means any trade or business (whether or not incor- porated) that is treated as a single employer together with the Company under section 414 of the Code. βEvent of Defaultβ is defined in Section 12. βExcluded Taxesβ means any of the following Taxes imposed on or with respect to Purchaser or required to be withheld or deducted from a payment to Purchaser, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Purchaser being organized under the laws of, or having its principal office in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Taxes imposed as a result of a present or former connection between Purchaser and the jurisdiction imposing such Tax (other than connections arising from the Purchaser having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned an interest in the Note or this Agreement), (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of Purchaser pursuant to a law in effect on the date on which Purchaser acquires a Note except to the extent that, pursuant to Section 18, amounts with respect to such Taxes were payable to such Purchaserβs assignor immediately before such assignee became a party hereto, (c) Taxes attributable to Purchaserβs failure to provide the Company appropriate Tax forms pursuant to Section 6.2, and (d) any U.S. federal withholding Taxes imposed under FATCA. βExchange Actβ means the Securities Exchange Act of 1934, as amended. βExisting Note Purchase Agreementβ is defined in the Preamble. βExisting Notesβ is defined in Section 1(a). βFATCAβ means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version), current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, other official administrative guidance promulgated thereunder, any intergovernmental agreements entered into by the United States in connection with the implementation thereof, and any fiscal or regulatory legislation, rules or official guidance adopted pursuant to such intergovernmental agreement. 3 Schedule B 25598028
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βFixed Charge Coverage Ratioβ means, as of any date of determination, a ratio, the numerator of which is Consolidated Net Income of the Company less net income from Subsidiaries (to the extent included in Consolidated Net Income when applying the equity basis of accounting, in accordance with GAAP) for the four preceding fiscal quarters ending on such date, plus to the extent deducted in determining Consolidated Net Income, interest expense, depreciation and amortization expenses (only to the extent directly recorded by the Company) for such period, plus the Dividend Paying Capacity of all Insurance Subsidiaries plus dividends received in cash by the Company from its Subsidiaries during such period and the denominator of which is the sum of (A) the amount of all dividends paid by the Company to its shareholders during such period, (B) all scheduled principal and interest payments with respect to the Consolidated Indebtedness of the Company and its Subsidiaries during such period and (C) all payments by the Company with respect to Capital Leases during such period; provided that during an Interest Deferral Period, the amount included in clause (B) shall exclude the amount of all deferred interest permitted to be deferred hereunder. βGAAPβ means generally accepted accounting principles as in effect from time to time in the United States of America. βGovernmental Authorityβ means (a) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government, including any securities exchange and any self-regulatory organization (including the NAIC). βGovernmental Licensesβ is defined in Section 5.7 βGuarantyβ means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, in- cluding (without limitation) obligations incurred through an agreement, contingent or other- wise, by such Person. βHedging Contractβ means any foreign exchange contract, currency swap 4 Schedule B 25598028
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agreement, futures contract, commodities hedge agreement, interest rate protection agreement, interest rate future agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, option agreement or any other similar hedging agreement or arrangement entered into by a Person in the ordinary course of business. βHolderβ or βholderβ means, with respect to each Note, the Person in whose name the Note is registered in the register maintained by the Company pursuant to Section 14.1. βIndebtednessβ means, with respect to any Person, (a) all indebtedness for borrowed money (excluding trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) which is evidenced by a note, bond, debenture or similar instrument, (b) all obligations under Capital Leases, (c) all obligations in respect of letters of credit, acceptances or similar obligations issued or created for the account of the Company or any of its Subsidiaries as of such date, other than insurance contracts issued by the Company or any of its Subsidiaries in the ordinary course of business, (d) net obligations in respect of interest rate or currency obligation swaps, xxxxxx or similar arrangements (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time), (e) amounts owed as deferred purchase price for the purchase of any property or services (other than trade payables incurred in the ordinary course of business), (f) all indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the indebtedness secured thereby has been assumed, (g) all liabilities of Company or any Subsidiary under any securitization, any so-called βsynthetic leaseβ or βtax ownership operating leaseβ or any other off balance sheet transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on a balance sheet of such Person, based on the outstanding amount of such liability if it had been structured as a financing on the balance sheet of such Person, (h) all obligations of such Person to purchase, redeem, retire, void or otherwise make any payment in respect of any mandatorily redeemable capital stock, and (i) obligations to guarantee any of the foregoing obligations on behalf of any Person other than the Company and its Subsidiaries; provided that standard trust accounts, deposit requirements or obligations of regulatory agencies and any collateral requirements or obligations of other insurance business partners in the normal course of business shall not constitute Indebtedness. βIndemnified Taxesβ means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Company or its Subsidiaries under this Agreement and the Note. βInsurance Licensesβ is defined in Section 5.7. βInsurance Regulatory Authorityβ means, with respect to any Insurance Subsidiary, the insurance department or similar governmental authority charged with 5 Schedule B 25598028
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regulating insurance companies or insurance holding companies, in its state of domicile and, to the extent that it has regulatory authority over such Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts business or is licensed to conduct business. βInsurance Subsidiaryβ means any Subsidiary of the Company, the ability of which to pay dividends is regulated by an Insurance Regulatory Authority or that is otherwise required to be regulated thereby in accordance with the applicable insurance rules and regulations of its state of domicile. βInterest Deferral Periodβ is defined in Section 16.3. βInterest Payment Dateβ is defined in Section 16.2. βLienβ means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). βMaterialβ means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole. βMaterial Adverse Effectβ means a material adverse effect on (a) the busi- ness, financial condition, or assets of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the Notes, or (c) the validity or enforceability of this Agreement or the Notes. βMaturity Dateβ is defined in the first paragraph of each Note. βNAICβ means the National Association of Insurance Commissioners or any successor thereto. βNet Worthβ means as of any date of determination shareholdersβ equity, including all common stock, Preferred Stock and any minority interests of the Company and its consolidated Subsidiaries as of such date as determined in accordance with GAAP as in effect on the date of this Agreement. βNoteβ is defined in Section 1. βOFACβ means the Office of Foreign Assets Control of the United States Department of the Treasury. 6 Schedule B 25598028
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βOFAC Sanctions Programβ means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at xxxx://xxx.xxxxxxxx.xxx/xxxxxxxx- center/sanctions/Programs/Pages/Programs.aspx. βOfficerβs Certificateβ means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate. βPBGCβ means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto. βPermitted Liensβ means, with respect to any Person, (A) to the extent incurred in the normal course of business (i) rights of third parties with respect to standard trust accounts, (ii) deposit requirements or similar obligations of regulatory agencies, and (iii) any collateral requirements or obligations of other insurance business partners including the Federal Home Loan Bank of Indiana relating to loans issued to the Insurance Subsidiaries, (B) Liens securing Indebtedness permitted in Section 10.2(b), Section 10.2(c) or Section 10.2(f), (C) Liens for taxes, fees, assessments or other governmental charges which are not past due or remain payable without penalty or which are disputed in good faith and in appropriate proceedings, and for which the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary, (D) mechanicsβ, materialmenβs, bankerβs, carriersβ, warehousemenβs and similar liens and encumbrances arising in the ordinary course of business and securing obligations of such Person that are not overdue for a period of more than sixty (60) days or are disputed in good faith by appropriate proceedings, provided that in the case of any such dispute (i) any proceedings commenced for the enforcement of such liens and encumbrances shall have been duly suspended and (ii) such provision for the payment of such liens and encumbrances has been made in accordance with GAAP on the books of such Person, (E) liens arising in connection with workerβs compensation, unemployment insurance, old age pensions and social security benefits and similar statutory obligations which are not overdue or are disputed in good faith by appropriate proceedings, provided that in the case of any such dispute (i) any proceedings commenced for the enforcement of such liens shall have been duly suspended and (ii) such provision for the payment of such liens has been made in accordance with GAAP on the books of such Person, (F)(i) liens incurred in the ordinary course of business to secure the performance of statutory obligations arising in connection with progress payments or advance payments due under contracts with the United States government or any agency thereof entered into in the ordinary course of business and (ii) liens incurred or deposits made in the ordinary course of business to secure the performance of statutory obligations, bids, leases, fee and expense arrangements with trustees and fiscal agents and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money, any lease-purchase arrangements or the payment of the deferred purchase price of property), provided that full provision for the payment of all such obligations set forth in clauses (i) and (ii) has been 7 Schedule B 25598028
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made in accordance with GAAP on the books of such Person, (G) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which to not materially interfere with the business of such Person, (H) liens in respect of judgments that do not constitute an Event of Default under clause (i) of Section 12 and (I) other Liens incurred in the ordinary course or which are not material in amount or nature and which do not secure Indebtedness. βPersonβ means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof. βPlanβ means an βemployee benefit planβ (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability. βPreferred Stockβ means any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as to the payment of divi- dends or the payment of any amount upon liquidation or dissolution of such corporation. βProceedingβ is defined in Section 17.2(b). βPropertyβ or βPropertiesβ means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, xxxxxx or inchoate. βPurchaserβ or βPurchasersβ means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaserβs successors and assigns (so long as any such assignment complies with Section 22.1), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 14.2 shall cease to be included within the meaning of βPurchaserβ of such Note for the purposes of this Agreement upon such transfer. βRegistration Statementβ means collectively, (i) the Registration Statement on Form S-1 (Registration No. 333-226778) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on August 10, 2018, and each amendment thereto, and (ii) the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on September 19, 2018 pursuant to Rule 462(b). βRegulatory Agencyβ means any state board, commission, department or other regulatory body which regulates insurance companies or insurance holding 8 Schedule B 25598028
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companies. βRequired Holdersβ means, at any time, the holders of at least 50% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates). βResponsible Officerβ means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement. βSAPβ means, with respect to any Insurance Subsidiary, the statutory accounting practices and procedures, prescribed or permitted, by the relevant Insurance Regulatory Authority of its state of domicile. βSecurities Actβ means the Securities Act of 1933, as amended from time to time. βSenior Debtβ is defined in Section 17.1. βSenior Financial Officerβ means the chief financial officer, principal accounting officer, treasurer or controller of the Company. βSenior Lenderβ means The Huntington National Bank and any other issuer of Senior Debt. βSenior Loan Agreementβ means that certain Credit Agreement dated as of June 21, 2018, between the Company and The Huntington National Bank, as the same may be amended or modified from time to time. βSenior Notesβ is defined in Section 1(b). βSolventβ means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent, unliquidated and probable liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital with which to conduct its business. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. βState Sanctions Listβ means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a 9 Schedule B 25598028
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target of economic sanctions imposed under U.S. Economic Sanctions Laws. βStatutory Surplusβ of any Person means the statutory surplus of such Person computed in the manner required for its annual statement of condition and affairs prepared in accordance with SAP. βSubordinated Debtβ means all Indebtedness of the Company for borrowed money which is subordinated to the Companyβs Indebtedness to the Senior Lender pursuant to a Subordination Agreement. βSubordination Agreementsβ means the subordination agreements executed from time to time by the Required Holders in favor of the Senior Lender in each case in form and substance acceptable to the Senior Lender and the Required Holders. βSubsidiaryβ means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a βSubsidiaryβ is a reference to a Subsidiary of the Company. βTangible Net Worthβ means as of any date Net Worth less the Intangible Assets of the Company and its consolidated Subsidiaries, excluding the cumulative impact to Tangible Net Worth from changes in net unrealized gains or losses from investments since December 31, 2017, and plus the amount of liabilities recorded on the balance sheet attributable to deferred gains from the Adverse Development Cover, all determined as of such date. For purposes of this Agreement, βIntangible Assetsβ means the amount (to the extent reflected in determining such Net Worth) of goodwill, patents, trademarks, service marks, trade names, customer lists, renewal rights, copyrights, organization, and research and/or developmental expenses. For purposes of this definition, net unrealized gains or losses shall have the meaning as applied in GAAP without giving effect to the Financial Accounting Standards Boardβs Accounting Standards Update No. 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. βTaxesβ means all means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 10 Schedule B 25598028
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βTotal Capitalβ means (i) the Consolidated Indebtedness plus (ii) Net Worth. βUSA PATRIOT Actβ means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect. βU.S. Economic Sanctions Lawsβ means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program. 11 Schedule B 25598028
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EXHIBIT 1 This instrument and the rights and obligations evidenced hereby are subordinate in right of payment to the prior payment in full, in the manner and to the extent set forth in that certain Amended and Restated Note Purchase Agreement (as amended, restated, amended and restated, modified or supplemented from time to time, the βNote Purchase Agreementβ) dated as of September 25, 2018, among Conifer Holdings, Inc. (βIssuerβ) and the Purchasers party thereto, to the Senior Debt (as such term is defined in the Note Purchase Agreement) and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the subordination provisions set forth in the Note Purchase Agreement. [FORM OF NOTE] CONIFER HOLDINGS, INC. 7.5%/12.5% SUBORDINATED NOTE DUE SEPTEMBER 30, 2038 No. [_____] As of September 25, 2018 $[_______] FOR VALUE RECEIVED, the undersigned, CONIFER HOLDINGS, INC. (herein called the βCompanyβ), a corporation organized and existing under the laws of the State of Michigan, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] DOLLARS on September 30, 2038 (the βMaturity Dateβ) with interest (computed on the basis of a 360-day year of twelve 30-day months). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Note Purchase Agreement. From and including the date of issuance of this Note interest shall accrue and be payable at a rate of 7.5% per annum through and including September 30, 2023, and thereafter interest shall accrue and be payable at a rate of 12.5% per annum until the Maturity Date. Interest shall be payable quarterly, on the last Business Day of December, March, June and September in each year, commencing with the last Business Day of December 2018, until the principal hereof shall have become due and payable; provided that the Issuer may defer any interest payments due hereunder to the extent (i) permitted by Section 16.3 of the Note Purchase Agreement, and (ii) permitted by law on any overdue payment (including any overdue prepayment) of principal (and any premium due thereon), any overdue payment of interest payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand) and during the continuance of an Event of Default; provided further that, with respect to any such unpaid amounts during the continuance of Event of Default, interest shall be payable at a rate per annum from time to time equal to 2% per annum greater than the rate otherwise payable hereunder. Payments of principal of and premium and interest on with respect to this 1 25598028
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Note are to be made in lawful money of the United States of America at [ ] or at such other place as the holder of this Note shall have designated by written notice to the Company as provided in the Note Purchase Agreement referred to below. This Note is issued pursuant to the Amended and Restated Note Purchase Agreement, dated as of September 25, 2018 (as from time to time amended, the βNote Purchase Agreementβ), between the Company and the Purchasers named therein and is entitled to the benefits thereof. This Note is subject to optional prepayment at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in the Note Purchase Agreement. This Note amends and restates in full that certain 8% Subordinated Note due September 29, 2032, dated as of September 29, 2017, in the original principal amount of $30,000,000, made by the Company in favor of Elanus Capital Investments Master SP Series 3 (the βPrior Noteβ), and evidences all amounts outstanding thereunder as of the date hereof as well as amounts hereafter incurred as described above, which Prior Note shall, from and after the date hereof, be of no further force and effect. This Note is given in substitution for, and not in payment or satisfaction of, such Prior Note, and is not intended to constitute a novation of the Prior Note. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State. CONIFER HOLDINGS, INC. By_________________________ [Title] 25598028
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SCHEDULE 5.5 i. LIST OF SUBSIDIARIES Name Jurisdiction of Percentage of Shares Percentage of Shares Organization owned by Conifer owned by Subsidiary Holdings, Inc. American Colonial Florida 100% N/A Insurance Services Conifer Insurance Michigan 100% N/A Company Red Cedar Insurance D.C. 100% N/A Company Sycamore Insurance Michigan 100% 50% ownership of Venture Agency, Inc. Agency Holdings, Inc. and 50% ownership of Channel Oak General Agency, Inc. White Pine Michigan 100% N/A Insurance Company ii. LIST OF AFFILIATES Name Jurisdiction Percentage of Third Party Percentage of Shares of Shares owned Owner owned by Third Party Organization by Sycamore Insurance Agency, Inc. Channel Oak Michigan 50% American 50% General Insurance Agency, Inc. Holdings, LLC Venture Michigan 50% Xxxx X. Xxxxx 50% Agency Holdings, Inc. SCHEDULE 5.5 29150461
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iii. LIST OF COMPANYβS DIRECTORS AND SENIOR OFFICERS Name Title Xxxxx X. Xxxxxxx Director /Chairman / CEO Xxxxx X. Xxxxx President Xxxxxxxx X. Xxxxxxx Director / EVP / Secretary Xxxxxx X. Xxxxxxx Chief Financial Officer / Treasurer Xxxxxx Xxxxxxx Controller Xxxxxxxx X. Xxxxx Senior Vice President Xxxxx X. Xxxxxxx Senior Vice President Claims Xxxxxx X. Xxxxxxx Senior Vice President of Personal Lines Xxxxx X. Xxxxxxx Chief Information Officer / CISO Xxxxxxx X. Xxxxx Senior Vice President Corporate Legal Xxxxxxxx Xxxxxx-Xxxxxxx Assistant Secretary / Corporate Legal Xxxxxx Xxxxxxx Vice President ERM Xxxxxxx X. Xxxxxx Director Xxxx X. XxXxxxxx Director Xxxxx X. Xxxxxxx Director Xxxxxx X. X'Xxxxxx Director Xxxxxx X. Xxxxxx Director Xxxxxxx X. Xxxxxxxx, Xx. Director SCHEDULE 5.5 29150461
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SCHEDULE 5.6 LIST OF FINANCIAL STATEMENTS 1. The Companyβs FS 2015 S-1 2. The Companyβs FS 2015 10-K 3. The Companyβs FS 2016 Q1 10-Q 4. The Companyβs FS 2016 Q2 10-Q 5. The Companyβs FS 2016 Q3 10-Q 6. The Companyβs FS 2016 10-K 7. The Companyβs FS 2017 Q1 10-Q 8. The Companyβs FS 2017 Q1 Consolidating 9. The Companyβs FS 2017 Q2 10-Q 10. The Companyβs FS 2017 Q2 Consolidating 11. The Companyβs FS 2017 10-K 12. The Companyβs FS 2018 Q1 10-Q 13. The Companyβs FS 2018 Q2 10-Q 14. Conifer Insurance Company Annual Statutory Statement 2015 15. Conifer Insurance Company Q1 2016 Statutory Statement 16. Conifer Insurance Company Q2 2016 Statutory Statement 17. Conifer Insurance Company Q3 2016 Statutory Statement 18. Conifer Insurance Company Annual Statutory Statement 2016 19. Conifer Insurance Company Q1 2017 Statutory Statement 20. Conifer Insurance Company Q2 2017 Statutory Statement 21. Conifer Insurance Company Annual Statutory Statement 2017 22. Conifer Insurance Company Q1 2018 Statutory Statement 23. Conifer Insurance Company Q2 2018 Statutory Statement 24. White Pine Insurance Company Annual Statutory Statement 2015 25. White Pine Insurance Company Q1 2016 Statutory Statement 26. White Pine Insurance Company Q2 2016 Statutory Statement 27. White Pine Insurance Company Q3 2016 Statutory Statement 28. White Pine Insurance Company Annual Statutory Statement 2016 29. White Pine Insurance Company Q1 2017 Statutory Statement 30. White Pine Insurance Company Q2 2017 Statutory Statement 31. White Pine Insurance Company Annual Statutory Statement 2017 32. White Pine Insurance Company Q1 2018 Statutory Statement 33. White Pine Insurance Company Q2 2018 Statutory Statement SCHEDULE 5.6 29150461
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SCHEDULE 5.15 PERMITTED LIENS JURISDICTION DATE FILED FILE NUMBER DEBTOR SECURED PARTY COLLATERAL/STATUS Conifer Holdings, Inc. Michigan Department 1/2/14 2014000581-1 Conifer Holdings, Inc. U.S. Bank Equipment 1 Copiers E656 SCZIC16516; 1 of State Finance, a division of Copiers E3055C SC7KC34685; U.S. Bank National 1 Copiers-CPC E3055C Association SC7KC34685-C; together with all replacements, parts, etc. Michigan Department 6/30/14 2014095192-9 Conifer Holdings, Inc. NEC Financial Dell Server together with all of State Services, LLC accessories, additions and attachments, etc. Michigan Department 10/10/14 0000000000-8 Conifer Holdings, Inc. U.S. Bank Equipment 1 Copiers ESTUDIO3055C of State Finance SC7FD69418; 1 Copiers-CPC ESTUDIO3055C SC7FD69418- C; together with all replacements, parts, etc. Michigan Department 3/17/15 2015036123-5 Conifer Holdings, Inc. U.S. Bank Equipment 1 Copiers E1105 JFJD10335; of State Finance together with all replacements, parts, etc. Michigan Department 11/2/15 2015152363-4 Conifer Holdings, Inc. U.S. Bank Equipment 1 Copiers E5560CG of State Finance SSLD900175; 1 Copiers-CPC E5560CG SSLD900175-C; together with all replacements, parts, etc. Michigan Department 8/31/16 20160908000774-6 Conifer Holdings, Inc. U.S. Bank Equipment 1 Copiers E5055AC of State Finance SCFGF42184; 1 Copiers SCHEDULE 5.15 29150461
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JURISDICTION DATE FILED FILE NUMBER DEBTOR SECURED PARTY COLLATERAL/STATUS E5055AC SCFGF42126; 1 Copiers-CPC E5055AC SCFGF42184-C; 1 Copiers-CPC E5055AC SCFGF42126-C; together with all replacements, parts, etc. Michigan Department 12/18/17 20171218000834-7 Conifer Holdings, Inc. NEC Financial (41) Dell Precision 5000 Series of State Services, LLC Laptops, (24) DELL Optiplex 7050 Micro PCs, (55) Microsoft Office 2016 Pro Plus Licenses together with all accessories, additions and attachments thereto, etc. Michigan Department 1/30/18 20180130001094-9 Conifer Holdings, Inc. U.S. Bank Equipment 1 Copiers E6506act of State Finance SCHKG23465; 1 Copiers0CPC E6506ACT SCHKG23465-C; 1 Copiers E8508A SCIKG24499; together with all replaces, parts, etc. SCHEDULE 5.13 29150461
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SCHEDULE 10.2 LIST OF ALL OUTSTANDING INDEBTEDNESS None. SCHEDULE 10.2 29150461