OPTION AGREEMENTOption Agreement • September 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
This OPTION AGREEMENT (this “Agreement”) is entered into as of [●], 201__, among Insurance Capital Group, LLC, a Delaware limited liability company (“ICG”), ________________,1 a ________________ (“___” and, together with ICG, the “Positive Shareholders”), Diversus, Inc., a Delaware corporation (“Diversus”), and Positive Physicians Holdings, Inc., a Pennsylvania corporation (“Positive”).
MANAGEMENT AGREEMENTManagement Agreement • September 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
MANAGEMENT AGREEMENT (this “Agreement”) made as of June 8, 2018 (the “Effective Date”), between POSITIVE PHYSICIANS INSURANCE COMPANY, a Pennsylvania stock insurance company (“Positive”), and its parent POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (“Holdings”), solely with respect to Section 1 and Section 11 (Positive and Holdings together the “Positive Parties” and each a “Positive Party”), one the one hand, and DIVERSUS MANAGEMENT, INC., a Pennsylvania corporation (“Management Company”), and its parent DIVERSUS INC., a Delaware corporation (“Diversus”) (Management Company and Diversus together the “Diversus Parties” and each a “Diversus Party”), on the other hand.
STANDBY STOCK PURCHASE AGREEMENTStandby Stock Purchase Agreement • September 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
This STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PPIX”), Physician’s Insurance Program Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PIPE”), and Professional Casualty Association, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PCA”, and collectively with PPIX and PIPE, or each individually as the context requires, the “Exchanges”), and Insurance Capital Group, LLC (the “Standby Purchaser”).
AMENDED AND RESTATED SUPPLEMENTAL AGREEMENTSupplemental Agreement • September 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance
This AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT (this “Agreement”), dated as of September 21, 2018, is entered into by and among Diversus, Inc., a Delaware corporation (“Diversus”), Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PPIX”), Physician’s Insurance Program Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PIPE”), and Professional Casualty Association, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PCA”, and collectively with PPIX and PIPE, or each individually as the context requires, the “Exchanges”), and Insurance Capital Group, LLC (the “Standby Purchaser”).
AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENTStandby Stock Purchase Agreement • September 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
This AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 21, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PPIX”), Physician’s Insurance Program Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PIPE”), and Professional Casualty Association, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PCA”, and collectively with PPIX and PIPE, or each individually as the context requires, the “Exchanges”), and Insurance Capital Group, LLC (the “Standby Purchaser”).
GOVERNANCE AGREEMENTGovernance Agreement • September 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • New York
This GOVERNANCE AGREEMENT (this “Agreement”), dated as of September 19, 2018, is entered into by and among Insurance Capital Group, LLC, a Delaware limited liability company (“ICG”), and Enstar Holdings (US) LLC, a Delaware limited liability company (“Enstar”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • September 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance
This SUPPLEMENTAL AGREEMENT (this “Agreement”), dated as of June 8, 2018, is entered into by and among Diversus, Inc., a Delaware corporation (“Diversus”), Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PPIX”), Physician’s Insurance Program Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PIPE”), and Professional Casualty Association, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PCA”, and collectively with PPIX and PIPE, or each individually as the context requires, the “Exchanges”), and Insurance Capital Group, LLC (the “Standby Purchaser”).
