OPTION AGREEMENTOption Agreement • January 22nd, 2019 • 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”).
MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between PHYSICIANS INSURANCE PROGRAM EXCHANGE KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the “Company”) and HANNOVER RUCK SE AIIN Reference 1340125...Reinsurance Contract • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
Excess of Loss Coverage “A”: Professional Liability100.00% share Coverage “B”: Professional Liability100.00% share Coverage “C”: Professional Liability100.00% share
MANAGEMENT AGREEMENTManagement Agreement • January 22nd, 2019 • 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.
AMENDED AND RESTATED SUPPLEMENTAL AGREEMENTSupplemental Agreement • January 22nd, 2019 • 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 AGREEMENTStock Purchase Agreement • January 22nd, 2019 • 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”).
STANDBY STOCK PURCHASE AGREEMENTStandby Stock Purchase Agreement • January 22nd, 2019 • 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”).
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 • January 22nd, 2019 • 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:
GOVERNANCE AGREEMENTGovernance Agreement • January 22nd, 2019 • 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”).
AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 22nd, 2019 • 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”).
LOAN AGREEMENTLoan Agreement • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • New York
THIS LOAN AGREEMENT is dated as of [•], 2019 (this agreement, together with all amendments and restatements hereto, this “Agreement”), between DIVERSUS, INC., a Delaware corporation (“Borrower”), and POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (“Lender”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
MANAGEMENT SERVICES AGREEMENT (this “Agreement”) made as of ___________, 2019 (the “Effective Date”), between POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (“Holdings”), and DIVERSUS MANAGEMENT, INC., a Pennsylvania corporation (“Diversus”).
MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between POSITIVE PHYSICIANS INSURANCE EXCHANGE KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the “Company”) and HANNOVER RUCK SE AIIN Reference 1340125...Professional Liability Excess of Loss • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • Pennsylvania
of the liability of the layer(s) described in the attached Contract including the same corresponding proportional participation of the Reinsurers’ additionalobligations set forth therein.
ESCROW AGREEMENTEscrow Agreement • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • New York
This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of February __, 2019, by and among Griffin Financial Group, LLC, a Pennsylvania limited liability company (the “Placement Agent”), Positive Physicians Holdings, Inc., a Pennsylvania corporation (the “Company”, and together with the Placement Agent, sometimes referred to individually as “Party” or collectively as the “Parties”) and Computershare Trust Company, N.A. (the “Escrow Agent”).
