ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 12th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), effective as of August 14, 2015 (the “Effective Date”), by and among TriGen Insurance Solutions, Inc., a Delaware corporation (the “Buyer”), Restaurant Coverage Associates, Inc., a New Jersey corporation, and Restaurant Coverage Associates Insurance Agency of New England, Inc., a Massachusetts corporation (the “Seller”) and the shareholders of the Seller named on the signature page hereto (the “Equity Holders”). Each of the foregoing parties may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Article 7 below.
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 12th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service
This Amendment No. 1 to the Membership Interest Purchase Agreement (this “Amendment No. 1”) is made as of August 21, 2015 by and between Global HR Research, LLC, a Florida limited liability company, In Touch Holdings LLC, a Florida limited liability company, Brandon G. Phillips, James E. Parker and Ivette Ruiz Babylon, each an individual, as sellers, Brandon G. Phillips as the Sellers’ Representative, and Patriot National, Inc., a Delaware corporation, as buyer, in order to amend that certain Membership Interest Purchase Agreement, dated as of July 20, 2015, by and between the Buyer and the Sellers (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
FACILITATION AGREEMENTFacilitation Agreement • November 12th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Facilitation Agreement ("Agreement") is effective as of October 29, 2015, and is between Carman Corporation with offices at 940 West Sproul Road Suite 103 Springfield, PA 19064 ("Carman") and TriGen Insurance Solutions, Inc., with offices at 401 E. Las Olas Blvd. suite 1700, Fort Lauderdale, FL 33301, a Florida company, as well as its subsidiaries and affiliates ("TriGen").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service
This Second Amendment (this “Amendment”) to the Credit Agreement dated January 22, 2015 among Patriot National, Inc., a Delaware corporation (“Borrower”), the Lenders (as defined therein) and BMO Harris Bank N.A., as administrative agent (as previously amended, supplemented or otherwise modified, the “Credit Agreement”) is dated as of August 14, 2015.
