0001193125-12-089393 Sample Contracts

POE & BROWN, INC. EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2012 • Brown & Brown Inc • Insurance agents, brokers & service • Florida

THIS EMPLOYMENT AGREEMENT is entered between POE & BROWN, INC., hereinafter called the “Company” and , hereinafter called “Employee”.

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AMENDED AND RESTATED REVOLVING AND TERM LOAN AGREEMENT Dated as of January 9, 2012 By and Between BROWN & BROWN, INC. and SUNTRUST BANK Providing for A. $50,000,000 Revolving Loan Credit Facility and B. $100,000,000 Term Loan Credit Facility
Revolving and Term Loan Agreement • February 29th, 2012 • Brown & Brown Inc • Insurance agents, brokers & service • Florida

THIS AMENDED AND RESTATED REVOLVING AND TERM LOAN AGREEMENT, dated as of January 9, 2012 (the “Agreement”), is made and entered into by and between BROWN & BROWN, INC., a Florida corporation (the “Borrower”), and SUNTRUST BANK, a Georgia corporation (the “Lender”).

TERM LOAN AGREEMENT Dated as of January 26, 2012 By and Between BROWN & BROWN, INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Providing for a $100,000,000 Term Loan Credit Facility
Term Loan Agreement • February 29th, 2012 • Brown & Brown Inc • Insurance agents, brokers & service • Florida

THIS TERM LOAN AGREEMENT, dated as of January 26, 2012 (the “Agreement”), is made and entered into by and between BROWN & BROWN, INC., a Florida corporation (the “Borrower”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).

AGREEMENT AND PLAN OF MERGER dated as of December 15, 2011 by and among BROWN & BROWN, INC., PACIFIC MERGER CORP., ARROWHEAD GENERAL INSURANCE AGENCY SUPERHOLDING CORPORATION and SPECTRUM EQUITY INVESTORS V, L.P.
Merger Agreement • February 29th, 2012 • Brown & Brown Inc • Insurance agents, brokers & service • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 15, 2011 by and among BROWN & BROWN, INC., a Florida corporation (“Parent”), PACIFIC MERGER CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and ARROWHEAD GENERAL INSURANCE AGENCY SUPERHOLDING CORPORATION, a Delaware corporation (the “Company”), and SPECTRUM EQUITY INVESTORS V, L.P., a Delaware limited partnership, solely in its capacity as the Equityholders’ Representative hereunder (the “Equityholders’ Representative”).

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