EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
This Executive Employment Agreement (“Agreement”) is entered into as of February 11, 2008 (the “Effective Date”), by and between SunCoast Holdings, Inc. (the “Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 401 East Las Olas Boulevard, Suite 1540, Fort Lauderdale, Florida 33301, and Michael Grandstaff (“Executive”).
WORKERS’ COMPENSATION EXCESS OF LOSS REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) between GUARANTEE INSURANCE COMPANY FORT MILL, SOUTH CAROLINA (hereinafter referred to as the “Reinsured”) and THE SUBSCRIBING REINSURERS SPECIFIED...Interests and Liabilities Agreement • May 13th, 2008 • Suncoast Holdings, Inc
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Kansas
This Stock Pledge Agreement (this “Agreement”) is made effective as of the 30th day of March, 2006 (the “Effective Date”) by and between Brandywine Insurance Holdings, Inc., a Delaware corporation (“Pledgor”) and Brooke Credit Corporation, a Kansas corporation (“Pledgee”).
CONTRIBUTION AGREEMENTContribution Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of April 20, 2007, by and between Steven M. Mariano, an individual residing in the State of Florida (“Mariano”), and SunCoast Holdings, Inc., a Delaware corporation (“SunCoast”).
CALEDONIAN REINSURANCE SPCCaledonian Reinsurance SPC • May 13th, 2008 • Suncoast Holdings, Inc
This Agreement sets out the terms which have been agreed in respect of the participation of the Shareholder in the Segregated Portfolio:
WORKERS COMPENSATION REINSURANGE AGREEMENT QUOTA SHARE AGREEMENT and AGGREGATE EXCESS OF LOSS BETWEEN GUARANTEE INSURANCE COMPANY, (hereinafter referred to as the “Company”) AND SEGREGATED PORTFOLIO 110, A SEGREGATED PORTFOLIO OF CALEDONIAN...Workers Compensation Reinsurange Agreement • May 13th, 2008 • Suncoast Holdings, Inc • South Carolina
WORKERS’ COMPENSATION EXCESS OF LOSS REINSURANCE AGREEMENT GIC-002/2007 (hereinafter referred to as the “Agreement” ) between GUARANTEE INSURANCE COMPANY, NAIC #11398, FORT LAUDERDALE, FLORIDA (hereinafter referred to as the “Reinsured”) and THE...Compensation Excess of Loss Reinsurance Agreement • May 13th, 2008 • Suncoast Holdings, Inc
COLLATERAL CARRY FORWARD AGREEMENT FOR OWNER OF SEGREGATED PORTFOLIO IN CALEDONIAN REINSURANCE SPCCollateral Carry Forward Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
THIS COLLATERAL CARRY FORWARD AGREEMENT, dated as of the 16th day of August, 2005 (referred to herein as the “Agreement”), is entered into by and between WESTWIND HOLDING COMPANY, LLC, a Florida limited liability corporation (referred to herein as “Shareholder”), PROGRESSIVE EMPLOYER SERVICES III, L.L.C., (referred to herein as the “Insured”), and GUARANTEE INSURANCE COMPANY, a South Carolina corporation (referred to herein as “GIC”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of the 4th day of March, 2008 (the “Effective Date”) by and among SunTrust Bank Holding Company (“Seller”) and Guarantee Insurance Group, Inc. (“Buyer”) and solely for purposes of Section 9.2, Madison Insurance Company (the “Company”).
QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) GIC-005/2007 between GUARANTEE INSURANCE COMPANY (hereinafter referred to as the “Company”) and NATIONAL INDEMNITY INSURANCE COMPANY (hereinafter referred to as the...Quota Share Reinsurance Agreement • May 13th, 2008 • Suncoast Holdings, Inc
This Agreement is to indemnify the Reinsured as set forth herein in respect of the net excess liability which may accrue to the Reinsured under all policies, Agreements, binders and other evidences of insurance or reinsurance, whether oral or written (hereinafter called “policies”), classified by the Reinsured as Traditional Workers’ Compensation becoming effective on and after the inception date of this Agreement, including renewals.
WAIVERWaiver • May 13th, 2008 • Suncoast Holdings, Inc
This WAIVER(“Waiver”) is made and entered into as of March 5, 2008 by and among PATRIOT RISK MANAGEMENT, INC., a Delaware corporation (the “Company”), WESTWIND HOLDING COMPANY, LLC, a Florida limited liability company (“Investor”), and STEVEN M. MARIANO, a resident of Miami-Dade County, Florida, and the majority stockholder of the Company (the “Majority Stockholder”), said corporation, limited liability company and individual are referred to herein as the “Parties”.
CALEDONIAN REINSURANCE SPCCaledonian Reinsurance SPC • May 13th, 2008 • Suncoast Holdings, Inc
This Agreement sets out the terms which have been agreed in respect of the participation of the Shareholder in Segregated Portfolio 110.
BORROWER NAME AND ADDRESS LENDER NAME AND ADDRESS LOAN DESCRIPTION Sun Coast Holdings, Inc., Brandywine Insurance Brooks Credit Corporation Holdings, Inc., and Patriot Risk services, Inc. 10050 Grandview Dr., Ste. #600 Number 5137Loan Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Kansas
LOAN STRUCTURE. This Commercial Loan Agreement (Agreement) contemplates þ a single advance term Loan o a multiple advance draw Loan o a revolving multiple advance draw Loan. The principal balance will not exceed $5,652,000.00. Borrower will pay down a revolving draw Loan’s outstanding Principal in $ (Pay Down Balance) (Time Period). This Loan is for o agricultural þ business purposes. o Borrower may not voluntarily prepay the Loan in full at any time. þ Borrower may prepay the Loan under the following terms and conditions (Any partial prepayment will not excuse any later scheduled payments until the Loan is paid in full) at any time subject to the payment of the prepayment premium hereinafter described,
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • May 13th, 2008 • Suncoast Holdings, Inc
SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment and performance of the following described Secured Debts that (check one) þ Debtor o (Borrower) owes to Secured Party:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Florida
THIS PURCHASE AND SALE AGREEMENT, dated as of this 1st day of January, 2006 (referred to herein as the “Agreement”) is entered into by and between THE TARHEEL GROUP, INC., a Delaware corporation, and TARHEEL INSURANCE MANAGEMENT COMPANY, a Delaware corporation and subsidiary of THE TARHEEL GROUP, INC. (both referred to collectively herein as “Sellers”), and SUNCOAST HOLDINGS, INC., a Delaware corporation (referred to herein as “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of July 29, 2004, by and between SunCoast Holdings, Inc., a Delaware corporation (the “Company”), Westwind Holding Company, LLC, a Florida limited liability company (“Investor”), and Steven M. Mariano, a resident of Miami-Dade County, Florida, and the majority stockholder of the Company (the “Majority Stockholder”).
AMENDMENT TO COMMERCIAL LOAN AGREEMENT (INCLUDING JOINDER OF ADDITIONAL BORROWERS)Commercial Loan Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Kansas
THIS AMENDMENT dated as of September 27, 2007 is made to and a part of the Commercial Loan Agreement and Addendum thereto (the “CLA Addendum”) dated March 30, 2006 (the “Loan Agreement”) by and between BROOKE CREDIT CORPORATION (“LENDER”) and SUNCOAST HOLDINGS, INC., a Delaware corporation (“SH”), BRANDYWINE INSURANCE HOLDINGS, INC., a Delaware corporation (“BIH”), and PATRIOT RISK SERVICES, INC., a Delaware corporation (“PRS”).
WORKERS’ COMPENSATION EXCESS OF LOSS REINSURANCE AGREEMENT GIC-001/2007 (hereinafter referred to as the “Agreement” ) between GUARANTEE INSURANCE COMPANY, NAIC #11398, FORT LAUDERDALE, FLORIA (hereinafter referred to as the “Reinsured”) and NATIONAL...Compensation Excess of Loss Reinsurance Agreement • May 13th, 2008 • Suncoast Holdings, Inc
SETTLEMENT STIPULATION AND RELEASESettlement Stipulation and Release • May 13th, 2008 • Suncoast Holdings, Inc • Florida
This Settlement Stipulation and Release (“Stipulation”) is made and entered into as of June 28, 2007 (the “Settlement Date”), by and among FOUNDATION INSURANCE COMPANY (“Foundation”), STEVE M. MARIANO (“Mariano”), NEW PACIFIC INTERNATIONAL, INC. (“New Pacific”), (collectively, “First Party”) and PETERSON, GOLDMAN & VILLANI, INC., (“Second Party”) (First Party and Second Party each being a “Party” to this Stipulation), with reference to the following facts:
SUBORDINATED DEBENTURESubordinated Debenture • May 13th, 2008 • Suncoast Holdings, Inc • Florida
THIS SUBORDINATED DEBENTURE, dated this (the “Debenture”), is entered into by and between SUNCOAST HOLDINGS, INC., a Delaware corporation (the “Borrower”), and (the“Lender”).
NOTE OFFSET AND CALL OPTION AGREEMENTNote Offset and Call Option Agreement • May 13th, 2008 • Suncoast Holdings, Inc • Delaware
This Note Offset and Call Option Agreement (this “Agreement”) is made and entered into as of the 29th day of July, 2004, by and between SunCoast Holdings, Inc., a Delaware corporation (the “Company”), Guarantee Insurance Company, a South Carolina corporation (“Guarantee”) and Westwind Holding Company, LLC, a Florida limited liability company (“Westwind”).
SunCoast Holdings, Inc,. Brandywine Insurance Holding, Inc. Brooke Credit Corporation EXTENSION OF SECURITY and Patriot Risk Services, Inc. 10950 Grandview Dr., Ste. #600 AGREEMENT DATED:Suncoast Holdings, Inc • May 13th, 2008
For value received, the Debtor hereby grants the Secured Party a security interest in the following additional collateral:
PERSONAL GUARANTEEPersonal Guarantee • May 13th, 2008 • Suncoast Holdings, Inc
IN CONSIDERATION OF the Lender extending a loan of seven hundred fifty thousand dollars ($750,000) to the Debtor plus other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor personally guarantees the prompt, full and complete performance of any and all present and future duties, obligations and indebtedness (the “Debt”) due to the Lender by the Debtor, up to a limit of $750,000, under the terms of the June 13, 2006 Promissory Note signed by Debtor (the “Agreement”) and under the following terms and conditions:
