MANAGEMENT AGREEMENTManagement Agreement • December 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
MANAGEMENT AGREEMENT (this “Agreement”) made as of _____________ (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 12 (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.
Positive Physicians Holdings, Inc. Up to 4,830,000 Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • December 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
Positive Physicians Holdings, Inc., a Pennsylvania business corporation (“HoldCo”), Positive Physicians Insurance Exchange (“PPIX”), Professional Casualty Association (“PCA”), and Physicians’ Insurance Program Exchange (“PIPE” and together with HoldCo, PPIX, and PCA, the “PPHI Parties”), hereby confirm, jointly and severally, their agreement (the “Agreement”) with Griffin Financial Group, LLC (the “Agent”), as follows:
AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 27th, 2018 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
This AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 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”).
