INDEMNIFICATION AGREEMENTIndemnification Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, __ 20__ between Fortegra Financial Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
AGREEMENT AND PLAN OF MERGER dated as of August 11, 2014, among TIPTREE OPERATING COMPANY, LLC CAROLINE HOLDINGS LLC CAROLINE MERGER SUB, INC. and FORTEGRA FINANCIAL CORPORATIONAgreement and Plan of Merger • August 12th, 2014 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 11, 2014, is among Tiptree Operating Company, LLC, a Delaware limited liability company (“Parent”), Caroline Holdings LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Holdings”), Caroline Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdings (“Merger Sub”), and Fortegra Financial Corporation, a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are used as defined in Section 8.03.
CREDIT AGREEMENT dated as of August 2, 2012 as amended by Amendment to the Credit Agreement, dated October 4, 2013 amongCredit Agreement • November 14th, 2013 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2012, by and among FORTEGRA FINANCIAL CORPORATION, a corporation incorporated under the laws of the State of Delaware (“Fortegra”), and LOTS INTERMEDIATE CO., a corporation incorporated under the laws of the State of Delaware (“LOTS”, and together with Fortegra, each, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), Swingline Lender (as defined below) and Issuing Lender (as defined below), Wells Fargo Securities, LLC, as Bookrunner and Joint Lead Arranger (“WF Securities”) and Synovus Bank, as Syndication Agent and Joint Lead Arranger (together with WF Securities, the “Arrangers”).
Ÿ] Shares Fortegra Financial Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • December 13th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
Fortegra Financial Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally and not jointly propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [Ÿ] shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [Ÿ] authorized but unissued shares of Common Stock to be issued and sold by the Company and [Ÿ] outstanding shares of Common Stock to be sold by the Selling Stockholders. The Company and certain of the Selling Stockholders have also granted to the several Underwriters an option to purchase up to [Ÿ] and [Ÿ] additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called t
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Florida
AGREEMENT, dated as of the 7th day of March 2007, by and between Life of the South Corporation, a Georgia corporation (the “Company”), and Robert S. Fullington, a resident of Gainesville, Florida (the “Executive”).
PLEDGE AGREEMENTPledge Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
This PLEDGE AGREEMENT, dated as of August 2, 2012 (together with all amendments, if any, from time to time hereto, this “Agreement”) by and among FORTEGRA FINANCIAL CORPORATION, a Delaware corporation (“Fortegra”), LOTSolutions, Inc., a Georgia corporation (“LOTSolutions”), and the other Persons who may become “Pledgors” hereunder (together with Fortegra and LOTSolutions, each, a “Pledgor” and collectively, the “Pledgors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for its benefit and the benefit of the other Lenders (as defined in the Credit Agreement defined below).
EXECUTIVE EMPLOYMENT AND NON‑COMPETITION AGREEMENTEmployment and Non‑competition Agreement • April 1st, 2013 • Fortegra Financial Corp • Insurance agents, brokers & service • Florida
AGREEMENT, dated as of the 11th day of March, 2011, by and between Fortegra Financial Corporation, a Delaware corporation (the “Company”), and Igor Best-Devereux, a resident of Salt Lake City, Utah (the “Executive”).
LIFE OF THE SOUTH CORPORATION 2005 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 16th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service
This Stock Option Agreement (the “Agreement”) is made and entered into as of this 25th day of October, 2007, by and between Life of the South Corporation, a corporation organized under the laws of the State of Georgia (the “Corporation”) and Robert Fullington (the “Employee”).
Fortegra Financial Corporation 2010 Omnibus Incentive Plan RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 2010 (the “Grant Date”) by and between Fortegra Financial Corporation, a Delaware corporation (with any successor, the “Company”), and (the “Participant”).
AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • October 29th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Georgia
THIS AMENDED AND RESTATED AGREEMENT made and entered into as of this 1st day of May, 2005 by and between LIFE OF THE SOUTH CORPORATION, a Georgia corporation (the “Company”), and W. DALE BULLARD (the “Employee”).
LIFE OF THE SOUTH CORPORATION 2005 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 16th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service
This Stock Option Agreement (the “Agreement”), is made and entered into as of this 18th day of November, 2005, by and between LIFE OF THE SOUTH CORPORATION, a corporation organized under the laws of the State of Georgia (the “Corporation”), and ROBERT S. FULLINGTON (the “Employee”).
LIFE OF THE SOUTH CORPORATION KEY EMPLOYEE STOCK OPTION PLAN (1995) INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 16th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service
This Incentive Stock Option Agreement (the “Agreement”), is made and entered into as of this 28th day of February, 2001, by and between LIFE OF THE SOUTH CORPORATION, a corporation organized under the laws of the State of Georgia (the “Corporation”), and ROBERT S. FULLINGTON, (the “Employee”).
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
THIS SUBSIDIARY GUARANTY AGREEMENT dated as of August 2, 2012 (this “Guaranty”), by each of the Subsidiaries signatory hereto and the other Persons from time to time party hereto pursuant to the execution and delivery of a Supplement to this Guaranty in the form of Annex 1 hereto (each of such Subsidiaries and each other such Person referred to herein as a “Guarantor” and collectively, the “Guarantors”) of Fortegra Financial Corporation, a Delaware corporation (“Fortegra”) and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each, a “Borrower” and collectively, the “Borrowers”), in favor of the Administrative Agent (as defined below) and each of the Guarantied Parties (as defined below).
Fortegra Financial Corporation 2010 Omnibus Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) is made effective as of the day of , 20101 (the “Grant Date”), by and between Fortegra Financial Corporation, a Delaware corporation (with any successor, the “Company”), and Walter P. Mascherin (the “Participant”):
LIFE OF THE SOUTH CORPORATION 2005 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 16th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service
This Stock Option Agreement (the “Agreement”) is made and entered into as of this 25th day of October, 2007, by and between Life of the South Corporation, a corporation organized under the laws of the State of Georgia (the “Corporation”) and Daniel Reppert (the “Employee”).
Fortegra Financial Corporation 2010 Omnibus Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • May 15th, 2013 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of the grant date designated in Schedule A hereto (the “Grant Date”), by and between Fortegra Financial Corporation, a Delaware corporation (with any successor, the “Company”), and the participant designated in Schedule A (the “Participant”).
AMENDMENT FOUR to the ADMINISTRATIVE SERVICES AGREEMENT betweenAdministrative Services Agreement • April 1st, 2013 • Fortegra Financial Corp • Insurance agents, brokers & service
It is mutually agreed, effective January 31, 2012 (Amendment Effective Date"), that the above-referenced Administrative Services Agreement, as amended (the "Agreement"), shall be amended as follows:
AMENDMENT TO SUBORDINATED DEBENTURE PURCHASE AGREEMENT and AMENDMENT TO DEBENTURESSubordinated Debenture Purchase Agreement • September 23rd, 2010 • Fortegra Financial Corp • Delaware
Amendment to Subordinated Debenture Purchase Agreement and Amendment to Debentures (this “Amendment”) dated as of June 16, 2010 by and between LOTS INTERMEDIATE CO., a Delaware corporation (the “Company”), and the Purchasers of the Debentures (as defined below) (the “Purchasers”).
ContractSecurity Agreement • May 14th, 2014 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
SECURITY AGREEMENT JOINDER (this “Joinder”) dated as of April 11, 2014 to the Security Agreement dated as of August 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among Fortegra Financial Corporation, a Delaware corporation (“Fortegra”), LOTS Intermediate Co., a Delaware corporation (together with Fortegra, the “Borrowers”) and certain subsidiaries of the Borrowers signatory thereto (together with the Borrowers, the “Grantors”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”).
GRANT OF SECURITY INTEREST PATENTSFortegra Financial Corp • August 7th, 2012 • Insurance agents, brokers & service
THIS GRANT OF SECURITY INTEREST (this “Grant”), is made by the Grantor to secure the satisfactory performance and payment of all the Obligations of the Grantor, as such term is defined in that certain Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, modified, extended, renewed, replaced, supplemented or refinanced from time to time, the “Credit Agreement”) by and among Fortegra Financial Corporation, a Delaware corporation (“Fortegra”), LOTS Intermediate Co., a Delaware corporation (“LOTS Intermediate”; together with Fortegra, each a “Borrower” and collectively, the “Borrowers”), the lenders party thereto from time to time, and the Grantee. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Florida
AGREEMENT, dated as of the 1st day of November, 2010, by and between Fortegra Financial Corporation, a Georgia corporation (the “Company”), and Richard S. Kahlbaugh, a resident of Ponte Vedra Beach, Florida (the “Executive”).
ContractJoinder Agreement • March 7th, 2011 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
THIS JOINDER AGREEMENT dated as of March 1, 2011 (this “Agreement”) is executed by Wells Fargo Bank, National Association (the “New Lender”).
JOINDER AGREEMENTJoinder Agreement • December 13th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
WHEREAS, Fortegra Financial Corporation (“Fortegra”) and LOTS Intermediate Co. (“LOTS”; collectively with Fortegra, the “Borrowers”) have entered into that certain Revolving Credit Agreement dated as of June 16, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the financial institutions from time to time party thereto as Lenders (the “Lenders”) and SunTrust Bank, as Administrative Agent (the “Administrative Agent”); and
ASSUMPTION AND REAFFIRMATION OF OBLIGATIONSAssumption and Reaffirmation of Obligations • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service
Reference is hereby made to that certain Revolving Credit Agreement dated as of June 16, 2010 among Fortegra Financial Corporation, a Georgia corporation (“Fortegra”), LOTS Intermediate Co., a Delaware corporation (“LOTS”), the Lenders a party thereto and SunTrust Bank, as Administrative Agent, (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement).
AMENDMENT FIVE to the ADMINISTRATIVE SERVICES AGREEMENT betweenAdministrative Services Agreement • April 1st, 2013 • Fortegra Financial Corp • Insurance agents, brokers & service
This Fifth Amendment (the "Amendment"), entered into effective February 1,2012 ("Amendment Effective Date"),amends that certain Administrative Services Agreement by and between National Union Fire lnsurance Company of Pittsburgh, Pa. ("The Insurance Company") and Life of the South Insurance Company and Affiliates ("Administrator") dated August 1, 2002, as amended by Amendment One dated February 1, 2003 ("Amendment #1"), Amendment Two dated October 1, 2003 ("Amendment #2"), Amendment Three dated August 1, 2008 ("Amendment #3"), and Amendment Four dated January 31, 2012 ("Amendment #4") (hereafter, the Agreement and Amendments #1, #2, #3, and #4 are referred to as the "Agreement").
Fortegra Financial Corporation 2010 Omnibus Incentive Plan RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 15th, 2013 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of the grant date designated in Schedule A hereto (the “Grant Date”) by and between Fortegra Financial Corporation, a Delaware corporation (with any successor, the “Company”), and the participant designated in Schedule A hereto (the “Participant”).
SECURITY AGREEMENTSecurity Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
THIS SECURITY AGREEMENT, dated as of June 16, 2010 (together with all amendments, if any, from time to time hereto, the “Agreement”) by Fortegra Financial Corporation, a Georgia corporation (“Fortegra”) and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each a “Borrower” and collectively the “Borrowers”), certain Subsidiaries of the Borrowers signatory hereto (the “Subsidiary Loan Parties”, together with the Borrowers each a “Grantor” and collectively, the “Grantors”), in favor of SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below).
REVOLVING CREDIT AGREEMENT dated as of June 16, 2010 among FORTEGRA FINANCIAL CORPORATION AND LOTS INTERMEDIATE CO., as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., as...Revolving Credit Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2010, by and among FORTEGRA FINANCIAL CORPORATION, a corporation incorporated under the laws of the State of Georgia (“Fortegra”), and LOTS INTERMEDIATE CO., a corporation incorporated under the laws of the State of Delaware (“LOTS”, and together with Fortegra, each a “Borrower” and collectively the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and SunTrust Robinson Humphrey, Inc., as Sole Lead Arranger and Bookrunner (the “Arranger”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 7th, 2014 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of December 2, 2013, by and among FORTEGRA FINANCIAL CORPORATION, a Delaware corporation (“Fortegra”); LOTS INTERMEDIATE CO., a Delaware corporation (the “Seller” and, together with Fortegra, the “Seller Parties”); BLISS AND GLENNON, INC., a California corporation (“B&G”); eREINSURE.COM, INC., a Delaware corporation (“eReinsure”; each of B&G and eReinsure are also referred to herein as a “Company” and, collectively, as the “Companies”); and AMWINS HOLDINGS, LLC, a Delaware limited liability company (the “Buyer”).
LOTS Intermediate Co. Subordinated Debenture Purchase Agreement Dated as of June 20, 2007Subordinated Debenture Purchase Agreement • September 23rd, 2010 • Fortegra Financial Corp • Delaware
REVOLVING CREDIT NOTEFortegra Financial Corp • September 23rd, 2010
Terms defined in that certain Revolving Credit Agreement dated as of June 16, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrowers, the lenders from time to time party thereto and SunTrust, as Administrative Agent for the lenders, and not otherwise defined herein, are used herein with the same meanings.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONFortegra Financial Corp • January 7th, 2014 • Insurance agents, brokers & service
On December 2, 2013, Fortegra Financial Corporation, a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement ("Purchase Agreement") with AmWINS Holdings, LLC, a Delaware limited liability company ("AmWINS"), pursuant to which LOTS Intermediate Co., a Delaware corporation and direct wholly-owned subsidiary of the Corporation, agreed to sell all the issued and outstanding stock of its subsidiaries, Bliss and Glennon, Inc., a California corporation ("Bliss and Glennon"), and eReinsure.com, Inc., a Delaware corporation ("eReinsure").
AMENDMENT NO. 2 to the CLAIMS SERVICES AGREEMENT betweenClaims Services Agreement • April 1st, 2013 • Fortegra Financial Corp • Insurance agents, brokers & service
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. ADMINISTRATIVE...Administrative Services Agreement • November 16th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Pennsylvania
THIS ADMINISTRATIVE SERVICES AGREEMENT (hereafter the “Agreement”) is made this 1st day of August, 2002, by and between Life of the South Insurance Company, a Georgia corporation with a principal place of business at 100 West Bay Street, Jacksonville, FL 32202 and its affiliates (hereafter “Administrator”), and National Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania insurance corporation with its principal place of business at New York, NY (hereafter “The Insurance Company”).
Contract4 security Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
THIS SECURITY AGREEMENT, dated as of August 2, 2012 (as amended, restated, amended and restated, modified, extended, renewed, replaced, supplemented or refinanced from time to time, the “Agreement”) by Fortegra Financial Corporation, a Delaware corporation (“Fortegra”), and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each, a “Borrower” and collectively, the “Borrowers”), certain Subsidiaries of the Borrowers signatory hereto (the “Subsidiary Loan Parties”, together with the Borrowers, each, a “Grantor” and collectively, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below).
