HCI GROUP, INC. (Issuer) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 23, 2022 4.75% Convertible Senior Notes due 2042Indenture • May 23rd, 2022 • HCI Group, Inc. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of May 23, 2022, between HCI GROUP, INC., a Florida corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
HCI GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Rights Agent RIGHTS AGREEMENT Dated as of October 18, 2013Rights Agreement • October 18th, 2013 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
RIGHTS AGREEMENT, dated as of October 18, 2013 (the “Agreement”), between HCI GROUP, INC., a Florida corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a limited liability trust company organized under the laws of the State of New York, as rights agent (the “Rights Agent”).
UNDERWRITING AGREEMENT Homeowners Choice, Inc. Underwriting AgreementUnderwriting Agreement • January 17th, 2013 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • New York
Homeowners Choice, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $35,000,000 principal amount of its 8.00% Senior Notes due 2020 (the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to $5,250,000 aggregate principal amount of 8.00% Senior Notes due 2020 to cover over-allotments, if any (the “Option Securities” and, together with the Firm Securities, being hereinafter called the “Securities”). The Securities will be issued pursuant to an indenture to be dated as of January 17, 2013 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by that certain Supplemental Indenture to be dated as of January 17, 2013 (such indenture, as so amended and supplemented, the “Indenture”).
HCI GROUP, INC. (Issuer) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 3, 2017 4.25% Convertible Senior Notes due 2037HCI Group, Inc. • March 3rd, 2017 • Fire, marine & casualty insurance • New York
INDENTURE, dated as of March 3, 2017, between HCI GROUP, INC., a Florida corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
1,600,000 Shares of Common Stock Homeowners Choice, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2012 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • New York
Homeowners Choice, Inc., a Florida corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 1,600,000 shares of the Company’s Common Stock, no par value (the “Firm Shares”). The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 240,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
REIMBURSEMENT CONTRACT Effective: June 1, 2018 (Contract) between HOMEOWNERS CHOICE PROPERTY AND CASUALTY INSURANCE COMPANY (Company) NAIC # 12944 and THE STATE BOARD OF ADMINISTRATION OF THE STATE OF FLORIDA (SBA) WHICH ADMINISTERS THE FLORIDA...Reimbursement Contract • August 3rd, 2018 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes (Statute), which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principal document are equally applicable to each Addendum unless specifically superseded by one of the Addenda.
HOMEOWNERS CHOICE, INC. Public Offering of Shares of Convertible Preferred Stock Maximum: 1,500,000 Shares Minimum: 1,200,000 Shares PLACEMENT AGREEMENTPlacement Agreement • March 31st, 2011 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Virginia
The undersigned, Homeowners Choice, Inc., a Florida corporation (the “Company”), hereby confirms its agreement with you (unless otherwise defined herein, the term “you” shall collectively refer to the Placement Agents) as follows:
Certain identified information has been excluded from the exhibit because it is both not material and would be competitively harmful if publicly disclosed. REINSTATEMENT PREMIUM PROTECTION REINSURANCE CONTRACTInterests and Liabilities Agreement • August 6th, 2021 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
This Contract is to indemnify the Company in respect of the liability that may accrue to the Company as a result of Reinstatement Premium the Company may become liable to pay under the reinstatement provisions of the Property Catastrophe First Excess of Loss Reinsurance Contract, effective at 12:01 a.m., Standard Time, June 1, 2021 and expiring 12:01 a.m., Standard Time, June 1, 2022, Document Number: U8GR0007 (the “Original Contract”), subject to the terms and conditions herein contained. The Original Contract covers losses under Policies covering direct and assumed business classified by the Company as the property perils of Business Owners, Homeowners, Condominium Owners, Renters and Dwelling, in force at the inception of this Contract, or issued or renewed during the term of this Contract. A copy of the Original Contract is attached to and forms part of this Contract.
HOMEOWNERS CHOICE, INC. Public Offering of 1,200,000 Shares of 6% Series A Noncumulative Redeemable Preferred Stock PLACEMENT AGREEMENTHomeowners Choice, Inc. • March 26th, 2010 • Fire, marine & casualty insurance • Virginia
The undersigned, Homeowners Choice, Inc., a Florida corporation (the “Company”), hereby confirms its agreement with you as follows:
ESCROW AGREEMENTEscrow Agreement • February 17th, 2011 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Virginia
This Escrow Agreement (this “Agreement”) is made and entered into as of the day of , 2011, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Placement Agent”), HOMEOWNERS CHOICE, INC., a Florida corporation (the “Company”), and SUNTRUST BANK, a Georgia banking corporation (the “Escrow Agent”).
HCI GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 23rd, 2020 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
HCI Group, Inc. hereby grants to the Optionee an option to purchase the Number of Option Shares set forth below, in the manner and subject to the provisions of this Option Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Plan.
REIMBURSEMENT CONTRACT Effective: June 1, 2011 (Contract) between HOMEOWNERS CHOICE PROPERTY & CASUALTY INSURANCE COMPANY, INC. (Company) NAIC #12944 and THE STATE BOARD OF ADMINISTRATION OF THE STATE OF FLORIDA (SBA) WHICH ADMINISTERS THE FLORIDA...Reimbursement Contract • August 12th, 2011 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes “Statute”, which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principle document are equally applicable to each Addenda unless specifically superseded by one of the Addenda.
Certain identified information has been excluded from the exhibit because it is both not material and would be competitively harmful if publicly disclosed. REINSTATEMENT PREMIUM PROTECTION REINSURANCE CONTRACTInterests and Liabilities Agreement • August 6th, 2021 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
HOMEOWNERS CHOICE, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • April 30th, 2008 • Homeowners Choice, Inc. • Florida
HOMEOWNERS CHOICE, INC., a Florida corporation (the “Company”), hereby grants the following stock option pursuant to its 2007 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
WARRANT AGREEMENTWarrant Agreement • August 6th, 2008 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
This Warrant Agreement (the “Agreement”) is made as of July 30, 2008 between Homeowners Choice, Inc., a Florida corporation, with offices at 145 N.W. Central Park Plaza, Suite 115, Port St. Lucie, Florida 34986 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York State limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
PR-M Non-Bonus Assumption AgreementNon-Bonus Assumption Agreement • March 30th, 2010 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
THIS ASSUMPTION AGREEMENT (the “Agreement”) is executed as of the 1st day of December, 2009 (“Execution Date”) by and between Homeowners Choice Property & Casualty Insurance Company, a Florida licensed and authorized insurance company (“Insurer”); and Citizens Property Insurance Corporation, an entity created by the Legislature of the State of Florida pursuant to Subsection 627.351(6), and any successor entity (“CITIZENS”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2016 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
THIS AGREEMENT, dated December 30, 2016, is by and between HCI Group, Inc. (the “Company”), a Florida corporation having its principal place of business at 5300 West Cypress Street, Suite 100, Tampa, Florida 33607, and Paresh Patel (the “Executive”).
REINSTATEMENT PREMIUM PROTECTION REINSURANCE CONTRACT (FOR FIRST EXCESS CAT U8GR000D) issued to HOMEOWNERS CHOICE PROPERTY & CASUALTY INSURANCE COMPANY, INC. Tampa, Florida and TYPTAP INSURANCE COMPANY Ocala, FloridaInterests and Liabilities Agreement • August 7th, 2019 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
This Contract is to indemnify the Company in respect of the liability that may accrue to the Company as a result of Reinstatement Premium the Company may become liable to pay under the reinstatement provisions of the Property Catastrophe First Excess of Loss Reinsurance Contract, effective at 12:01 a.m., Standard Time, June 1, 2019 and expiring 12:01 a.m., Standard Time, June 1, 2020, Document Number: U8GR000D (the “Original Contract”), subject to the terms and conditions herein contained. The Original Contract covers losses under Policies not covered by the Company’s Flood Tower, covering direct and assumed business classified by the Company as the property perils of Homeowners, Condominium Owners, Renters and Dwelling, in force at the inception of this Contract, or issued or renewed during the term of this Contract. A copy of the Original Contract is attached to and forms part of this Contract.
EXECUTIVE AGREEMENTExecutive Agreement • April 30th, 2008 • Homeowners Choice, Inc. • Florida
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made and entered into effective as of May 1, 2007 (the “Effective Date”), by and between HOMEOWNERS CHOICE, INC., a Florida corporation (the “Company”), and FRANCIS X. MCCAHILL, III, an individual residing in the State of Florida (the “Executive”).
RESTRICTED STOCK AGREEMENT JAY MADHURestricted Stock Agreement • May 10th, 2012 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
This Agreement, effective as of May 8, 2012, is made by and between Homeowners Choice, Inc., a Florida corporation hereinafter referred to as the “Company,” and Jay Madhu, an employee, hereinafter referred to as the “Grantee.”
WARRANT AGREEMENTWarrant Agreement • August 6th, 2008 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
This Warrant Agreement (the “Agreement”) is made as of July 30, 2008 between Homeowners Choice, Inc., a Florida corporation, with offices at 145 N.W. Central Park Plaza, Suite 115, Port St. Lucie, Florida 34986 (the “Company”), and GunnAllen Financial, Inc., a Florida corporation, with offices at 5002 West Waters Avenue, Tampa, Florida 33634 (the “Holder”).
PURCHASE AGREEMENTPurchase Agreement • October 19th, 2010 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Georgia
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into this day of October, 2010, by and between Homeowners Choice, Inc. (“Purchaser”), a Florida corporation, and Synovus Financial Corp., a Georgia corporation (“Seller”). Seller and Purchaser are referred to herein collectively as the “Parties.”
ContractHCI Group, Inc. • August 9th, 2023 • Fire, marine & casualty insurance • Florida
EXHIBIT 10.39 STATE BOARD OF ADMINISTRATION OF FLORIDA1801 HERMITAGE BOULEVARD, SUITE 100 TALLAHASSEE, FLORIDA 32308(850) 488-4406POST OFFICE BOX 1330032317-3300RAP REIMBURSEMENT CONTRACTCoverage Effective: June 1, 2023 ("Contract")This Contract is between:Typtap Insurance Company ("RAP Insurer")NA1C # 15885 and RON DESANTIS GOVERNORCHAIRJIMMY PATRON'S cmEr FINANCIAL OFFICERASIII,F.Y MOODY ATTORNEY GENERALLAMAR TAYLORINTERIM-EXECUTIVE DIRECTOR dr CHIEF INVESTMENT OFFICER
TYPTAP INSURANCE GROUP, INC. SHAREHOLDERS AGREEMENT February 26, 2021Shareholders Agreement • March 1st, 2021 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of February 26, 2021 (the “Effective Date”), by and among TypTap Insurance Group, Inc., a Florida corporation (the “Company”), CB Snowbird Holdings, L.P., a Delaware limited partnership (“Centerbridge”), HCI Group Inc., a Florida corporation (“Parent”), the Management Shareholders (as defined below) and each other Person who becomes a Shareholder (as defined below) in accordance with the terms of this Agreement. Parent, Centerbridge and any other shareholder of the Company who agrees in writing to become bound by this Agreement following the Effective Date, and each of their respective successors and permitted assignees, are collectively referred to herein as the “Shareholders” and each individually as a “Shareholder.”
STATE BOARD OF ADMINISTRATION OF FLORIDA 1801 HERMITAGE BOULEVARD TALLAHASSEE, FLORIDA 32308 (850) 488-4406 POST OFFICE BOX 13300 32317-3300 CHARLIE CRIST GOVERNOR AS CHAIRMAN ALEX SINK CHIEF FINANCIAL OFFICER AS TREASURER BILL McCOLLUM ATTORNEY...Attention • August 13th, 2010 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes “Statute”, which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principle document are equally applicable to each Addenda unless specifically superseded by one of the Addenda.
HCI Group, Inc.HCI Group, Inc. • February 28th, 2017 • Fire, marine & casualty insurance • New York
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 1st, 2021 • HCI Group, Inc. • Fire, marine & casualty insurance • New York
THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 26th day of February, 2021 by and among TypTap Insurance Group, Inc., a Florida corporation (the “Company”), HCI Group, Inc., a Florida corporation (“Parent”), and CB Snowbird Holdings, L.P., a Delaware limited partnership (the “Purchaser”).
STATE BOARD OF ADMINISTRATION OF FLORIDA CHARLIE CRlST GOVERNOR AS CHAIRMAN ALEX SINKReimbursement Contract • November 12th, 2008 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes “Statute”, which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principle document are equally applicable to each Addenda unless specifically superseded by one of the Addenda.
REIMBURSEMENT CONTRACT Effective: June 1, 2020 ("Contract") between TYPTAP INSURANCE COMPANY ("Company") NAIC # 15885 and THE STATE BOARD OF ADMINISTRATION OF THE STATE OF FLORIDA ("SBA") WHICH ADMINISTERS THE FLORIDA HURRICANE CATASTROPHE FUND ("FHCF")Reimbursement Contract • August 10th, 2020 • HCI Group, Inc. • Fire, marine & casualty insurance • Florida
COMMON STOCK PURCHASE WARRANT HCI GROUP, INC.HCI Group, Inc. • March 1st, 2021 • Fire, marine & casualty insurance • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CB Snowbird Holdings, L.P., a Delaware limited partnership, or its assigns (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of this Warrant as set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fourth (4th) anniversary of the Initial Exercise Date unless earlier terminated as provided herein (the “Termination Date”) but not thereafter, to subscribe for and purchase from HCI Group, Inc., a Florida corporation (the “Company”), up to 750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) below.
ENDORSEMENT NO. 1 to the INTERESTS AND LIABILITIES AGREEMENT attaching to, and forming part of, the REINSTATEMENT PREMIUM PROTECTION REINSURANCE CONTRACT (hereinafter called the “Contract”) EFFECTIVE: JUNE 1, 2015 issued to HOMEOWNERS CHOICE PROPERTY...Interests and Liabilities Agreement • July 30th, 2015 • HCI Group, Inc. • Fire, marine & casualty insurance
Under the terms of this Contract the above Reinsurer agrees to assume severally and not jointly with other participants
ENDORSEMENT NO. 1 to the INTERESTS AND LIABILITIES AGREEMENT attaching to, and forming part of, the MULTI-YEAR REINSTATEMENT PREMIUM PROTECTION REINSURANCE CONTRACT (hereinafter called the “Contract”) EFFECTIVE: JUNE 1, 2014 issued to HOMEOWNERS...Interests and Liabilities Agreement • July 30th, 2015 • HCI Group, Inc. • Fire, marine & casualty insurance
Under the terms of this Contract the above Reinsurer agrees to assume severally and not jointly with other participants
EXECUTIVE EMPLOYMENT AGREEMENTAgreement • March 30th, 2012 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
THIS AGREEMENT, dated March 8, 2012, is by and between Homeowners Choice, Inc. (the “Company”), a Florida corporation having its principal place of business at 5300 West Cypress Street, Suite 100, Tampa, Florida 33607, and Scott Wallace, whose address is 11036 Turnbridge Drive, Jacksonville, Florida 32256 (the “Executive”).
ISO MASTER AGREEMENT - PROPERTY/CASUALTY INSURER January 2005 EditionIso Master Agreement • April 30th, 2008 • Homeowners Choice, Inc.
Agreement made this 1 day of NOVEMBER, 2007 between Insurance Services Office, Inc., with offices at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 on behalf of itself, its subsidiaries and affiliates (“ISO”®) and “ HOMEOWNER’S CHOICE INC. having offices at 145 NW CENTRAL PARK PLAZA #115 PORT ST. LUCIE FL 34986 and all its affiliates and subsidiaries that provide property/casually insurance, unless excluded on an attached Schedule A (collectively referred to herein as “Licensee”).
WARRANT AGREEMENTWarrant Agreement • August 14th, 2012 • Homeowners Choice, Inc. • Fire, marine & casualty insurance • Florida
This is to certify that, for value received, Glencoe Acquisition, Inc. (the “Holder”), or its successors, is the registered holder of One Million (1,000,000) warrants (“Warrants”), and is entitled, upon the due exercise hereof at any time, during the period commencing on the Commencement Date and terminating at 5:00 p.m., New York City time on the Termination Date (as defined herein) to purchase, per Warrant, one-half (1/2) of a share (a “Warrant Share”) of Common Stock of Homeowners Choice, Inc., a Florida corporation (the “Company”), subject to adjustment as provided herein, at a price per share as specified in Section 2 of this Warrant Agreement and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and subject to the conditions specified herein.