REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2015, is by and among Patriot National, Inc., a Delaware corporation with offices located at 401 East Las Olas Boulevard, Suite 1650, Fort Lauderdale, Florida 33301 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
FINANCING AGREEMENT Dated as of November 9, 2016 by and among PATRIOT NATIONAL, INC. AND EACH OF ITS SUBSIDIARIES LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF PATRIOT NATIONAL, INC. LISTED AS A GUARANTOR ON THE...Financing Agreement • November 14th, 2016 • Patriot National, Inc. • Insurance agents, brokers & service • New York
Financing Agreement, dated as of November 9, 2016, by and among Patriot National, Inc., a Delaware corporation (“Patriot”), each subsidiary of Patriot listed as a “Borrower” on the signature pages hereto (together with Patriot and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of Patriot listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the ”Lenders”), Cerberus Business Finance, LLC, a Delaware limited liability company (“Cerberus”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the ”Collat
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 16th, 2014 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification Agreement is dated as of , 20 (this “Agreement”) and is between Patriot National, Inc., a Delaware corporation (the “Company”), and the Indemnitee named on the signature page hereto (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of December 2014, by and between Patriot National, Inc., a Delaware corporation (the “Company”), and Timothy J. Ermatinger (the “Executive”).
PATRIOT NATIONAL, INC. Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENT October , 2015Underwriting Agreement • October 15th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 21st, 2016 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) effective as of January 28, 2016, by and among Patriot Underwriters, Inc., a Delaware corporation (the “Buyer”), Mid Atlantic Insurance Services, Inc., a Virginia corporation (the “Seller”), and Steven Donald Love, as Trustee of the Steven D. Love Declaratory Trust dated 1998, the sole shareholder of the Seller (the “Equity Holder”). Each of the foregoing parties may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Article 7 below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 13, 2015, is by and among Patriot National, Inc., a Delaware corporation with offices located at 401 East Las Olas Boulevard, Suite 1650, Fort Lauderdale, Florida 33301 (the “Company”), Steven M. Mariano, (the “Selling Stockholder”) and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 9, 2015, by and among CWIBENEFITS, INC., a Delaware corporation (the “Company”), the shareholders of the Company named on the signature page hereto (collectively, the “Sellers”), and PATRIOT RISK SERVICES, INC., a Delaware corporation (the “Buyer”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article IX below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 16th, 2014 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Executive Employment Agreement (“Agreement”) is entered into as of February 19, 2010 (the “Effective Date”), by and between Patriot Risk Management, Inc. (the “Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 401 East Las Olas Boulevard, Suite 1540, Fort Lauderdale, Florida 33301, and Judith L. Haddad (“Executive”).
PATRIOT NATIONAL, INC. [—] Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 21st, 2016 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Amendment No. 2 (the “Amendment”) is made and entered into as of February 1, 2016 (the “Effective Date”), by and among TriGen Insurance Solutions, Inc., a Delaware corporation (as successor in interest by merger to TriGen Holdings Group, Inc.) (“Company”), Carla A. Busick and W. Christopher Rhoden, each an individual (together, the “Class A Sellers”), Martin H. Jones, an individual (the “Class B Seller”, and together with the Class A Sellers, the “Sellers”), and Patriot Services, Inc., a Delaware corporation (“Buyer”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 6th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Executive Employment Agreement (“Agreement”) is entered into as of December 31, 2014 (the “Effective Date”), by and between Patriot National, Inc. (the “Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 401 East Las Olas Boulevard, Suite 1650, Fort Lauderdale, Florida 33301, and Steven M. Mariano (“Executive”).
AMENDED AND RESTATED STOCK BACK-TO-BACK AGREEMENT-Back Agreement • December 23rd, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
THIS AMENDED AND RESTATED STOCK BACK-TO-BACK AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of December, 2015, by and between Steven M. Mariano (the “Transferor”) and Patriot National, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 12th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service
This Amendment No. 1 to the Membership Interest Purchase Agreement (this “Amendment No. 1”) is made as of August 21, 2015 by and between Global HR Research, LLC, a Florida limited liability company, In Touch Holdings LLC, a Florida limited liability company, Brandon G. Phillips, James E. Parker and Ivette Ruiz Babylon, each an individual, as sellers, Brandon G. Phillips as the Sellers’ Representative, and Patriot National, Inc., a Delaware corporation, as buyer, in order to amend that certain Membership Interest Purchase Agreement, dated as of July 20, 2015, by and between the Buyer and the Sellers (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware
This Assignment and Assumption Agreement (this “Agreement”) is entered into and made effective as of June 12, 2015 (the “Effective Date”) by and among The Carman Corporation, a Pennsylvania corporation (“Assignor”) and TriGen Insurance Solutions, Inc. (“Assignee”). Each of the foregoing parties may be referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware
This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement dated as of April 1, 2015, by and among TriGen Insurance Solutions, Inc., a Delaware corporation (the “Buyer”), Hospitality Supportive Systems, LLC, a Pennsylvania limited liability company (the “Seller”) and the sole shareholder of the Seller (the “Existing Agreement”) shall be effective as of May 14, 2015 (the “Effective Date”). Each of the foregoing parties may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Agreement.
FACILITATION AGREEMENTFacilitation Agreement • November 12th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Facilitation Agreement ("Agreement") is effective as of October 29, 2015, and is between Carman Corporation with offices at 940 West Sproul Road Suite 103 Springfield, PA 19064 ("Carman") and TriGen Insurance Solutions, Inc., with offices at 401 E. Las Olas Blvd. suite 1700, Fort Lauderdale, FL 33301, a Florida company, as well as its subsidiaries and affiliates ("TriGen").
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG STEVEN M. MARIANO, JOHN R. DEL PIZZO, PENNANTPARK INVESTMENT CORPORATION, PENNANTPARK FLOATING RATE CAPITAL LTD., PENNANTPARK SBIC II LP, PENNANTPARK CREDIT OPPORTUNITIES FUND LP and PATRIOT NATIONAL,...Stockholders Agreement • January 6th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of January 5, 2015, is entered into among Steven M. Mariano (the “Majority Stockholder”), John R. Del Pizzo (the “Minority Stockholder”), PennantPark Investment Corporation, a Maryland corporation (“PennantPark”), PennantPark SBIC II LP, a Delaware limited partnership (“PennantPark SBIC”), PennantPark Floating Rate Capital Ltd., a Maryland corporation (“PennantPark FRC”) and PennantPark Credit Opportunities Fund LP, a Delaware limited partnership (“PennantPark COF,” and together with PennantPark, PennantPark SBIC and PennantPark FRC, the “PennantPark Entities,” and each, a “PennantPark Entity,” and the PennantPark Entities together with the Minority Stockholder, the “Investors” and each, an “Investor”) and Patriot National, Inc. (f/k/a Old Guard Risk Services, Inc.), a Delaware corporation (the “Company,” and together with the Investors, the “Parties,” and each, a “Party”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service
This Second Amendment (this “Amendment”) to the Credit Agreement dated January 22, 2015 among Patriot National, Inc., a Delaware corporation (“Borrower”), the Lenders (as defined therein) and BMO Harris Bank N.A., as administrative agent (as previously amended, supplemented or otherwise modified, the “Credit Agreement”) is dated as of August 14, 2015.
PATRIOT NATIONAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of January 5, 2015 by and among PATRIOT NATIONAL, INC., a Delaware corporation (the “Company”) and the stockholders listed on Exhibit A hereto (together with their Permitted Transferees, the “Stockholders” and each individually, a “Stockholder”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • August 17th, 2017 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter, the “Agreement”) is knowingly and voluntarily made and entered into effective this 15th day of September, 2017 by and between Thomas Shields (hereinafter, “Shields”) and Patriot National, Inc. (“Patriot”) (collectively, the “Parties”). The term “Patriot” shall also collectively include, without limitation, Patriot National, Inc.’s past and present parents, successors in interest and assigns, affiliates, subsidiaries, divisions, departments, wholly-owned corporations or partnerships, business associations, sole proprietorships, limited liability companies, and its current or former officers, agents, representatives, fiduciaries, administrators, directors, attorneys, stockholders, members, partners, management, supervisors, or employees, in both their individual and official capacities.
AGREEMENT AND PLAN OF MERGER by and among PATRIOT NATIONAL, INC., VIKARAN TECHNOLOGY SOLUTIONS, INC., VIKARAN SOLUTIONS, LLC, and CERTAIN MEMBERS OF VIKARAN SOLUTIONS, LLC dated as of April 17, 2015Agreement and Plan of Merger • April 20th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Illinois
This Agreement and Plan of Merger (this “Agreement”), dated as of April 17, 2015, is entered into among PATRIOT NATIONAL, INC., a Delaware corporation (“Parent”), VIKARAN TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (“Merger Sub”), VIKARAN SOLUTIONS, LLC, an Illinois limited liability company (the “Company”), and the holders of equity interests of the Company set forth on the signature page hereto (each, a “Member” and collectively, “Members”). Each capitalized term used in this Agreement is defined on the page set forth opposite such term in the index of defined terms set forth above.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware
This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement dated as of April 1, 2015, by and among TriGen Insurance Solutions, Inc., a Delaware corporation (the “Buyer”), Selective Risk Management LLC, a Pennsylvania limited liability company (the “Seller”) and the sole shareholder of the Seller (the “Existing Agreement”) shall be effective as of May 14, 2015 (the “Effective Date”). Each of the foregoing parties may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Agreement.
PROGRAM ADMINISTRATOR AGREEMENT WORKERS COMPENSATION INSURANCE PROGRAM PATRIOT UNDERWRITERS, INC. AND GUARANTEE INSURANCE COMPANY Effective as of August 6, 2014Program Administrator Agreement • November 24th, 2014 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Program Administrator Agreement (the “Agreement”), by and between Guarantee Insurance Company, a Florida corporation with principal offices at 401 East Las Olas Boulevard, Suite 1650 (the “Company”) and Patriot Underwriters, Inc.1 a Delaware corporation with principal offices at 401 East Las Olas Boulevard, Suite 1650, Fort Lauderdale, Florida 33301 (the “Program Administrator” or “PA”), is entered into this 6th day of August, 2014 (the “Effective Date”).
SUBROGATION SERVICES AGREEMENTSubrogation Services Agreement • November 24th, 2014 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Subrogation Services Agreement (this “Agreement”) is made and entered into effective as of April 25, 2011 by and between Guarantee Insurance Company, a Florida corporation and Florida domiciled insurance company with its principal place of business at 401 E. Las Olas Blvd, Suite 1650, in Fort Lauderdale, FL 33301 (“Guarantee”) and Contego Services Group, LLC, a Delaware limited liability company with its principal place of business at 401 E. Las Olas Blvd, Suite 1650, in Fort Lauderdale, FL 33301 (“Contego”).
PATRIOT NATIONAL, INC. (f/k/a OLD GUARD RISK SERVICES, INC.) AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT January 5, 2015Common Stock Purchase Agreement • January 6th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Amended and Restated Common Stock Purchase Agreement (this “Agreement”) amends and restates in its entirety that certain Common Stock Purchase Warrant Agreement, dated as of November 27, 2013 (the “Existing Warrant Agreement”), by and between PATRIOT NATIONAL, INC. (f/k/a OLD GUARD RISK SERVICES, INC.), a Delaware corporation (the “Company”) and ADVANTAGE CAPITAL COMMUNITY DEVELOPMENT FUND, L.L.C., a Delaware limited liability company, and its transferees, successors and assigns (the “Holder”), it being the intention of the parties that all of the terms of the Existing Warrant Agreement are amended and restated and replaced by the terms of this Agreement. Capitalized terms used herein shall have the meanings ascribed to such terms in Section 7 hereof unless otherwise defined herein.
MANAGED CARE SERVICES AGREEMENTManaged Care Services Agreement • November 24th, 2014 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Managed Care Services Agreement (this “Agreement”) is made and entered into as of the 6th day of August, 2014 (the “Effective Date”), by and between Guarantee Insurance Company, a Florida corporation (“GIC”), and Patriot Care Management, Inc., f/k/a Managed Care Risk Services, Inc., a Delaware corporation (“PCM”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Registration Rights Agreement (this “Agreement”) is dated as of August 21, 2015, and is between Patriot National, Inc., a Delaware corporation (the “Company”), In Touch Holdings LLC, a Florida limited liability company (“ITH”) and Brandon G. Phillips (together, the “Stockholders” and individually a “Stockholder”).
CREDIT AGREEMENT dated as of January 22, 2015 among PATRIOT NATIONAL, INC. as Borrower, Various Lenders, and BMO HARRIS BANK N.A., as Administrative Agent FIFTH THIRD BANK, as Syndication Agent BMO CAPITAL MARKETS CORP., FIFTH THIRD BANK and SUNTRUST...Credit Agreement • January 22nd, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
This CREDIT AGREEMENT dated as of January 22, 2015 (this “Agreement”) is among PATRIOT NATIONAL, INC. a Delaware corporation (the “Borrower”), the Lenders (as defined below) and BMO HARRIS BANK N.A., as administrative agent, Issuing Lender and Swing Line Lender.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 15th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service
This Second Amendment (this “Amendment”) to the Credit Agreement dated January 22, 2015 among Patriot National, Inc., a Delaware corporation (“Borrower”), the Lenders (as defined therein) and BMO Harris Bank N.A., as administrative agent (as previously amended, supplemented or otherwise modified, the “Credit Agreement”) is dated as of August 14, 2015.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
This Amendment No. 1 (this “Amendment”) to the Stock Purchase Agreement dated as March 31, 2015, by and among TriGen Insurance Solutions, Inc., a Delaware corporation (as successor by merger to TriGen Holdings Group, Inc.) (the “Company”), Carla A. Busick, W. Christopher Rhoden, and Martin H. Jones, each an individual (together, the “Sellers”), and Patriot Services, Inc., a Delaware corporation (“Buyer”) (the “Existing Agreement”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 5th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service
This Assignment and Assumption Agreement (this “Agreement”) is entered into and made effective this 5th day of February 2015 by and among Six Points Investment Partners, LLC, a Delaware limited liability company (“Assignor”), Patriot National, Inc. (“Assignee”), Dr. Lester L. Sacks (“Sacks”), Rajesh Arora (“Arora”), and Kathleen Torres (“Torres” and, together with Sacks and Arora, the “Sellers”).
RESCISSION AND EXCHANGE AGREEMENTRescission and Exchange Agreement • December 23rd, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • New York
This RESCISSION AND EXCHANGE AGREEMENT, dated as of December 23, 2015 (the “Agreement”), is by and among Patriot National, Inc., a Delaware corporation with offices located at 401 East Las Olas Boulevard, Suite 1650, Fort Lauderdale, Florida 33301 (the “Company”), Steven M. Mariano (the “Selling Stockholder”) and CVI Investments, Inc. (the “Buyer”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Global HR Research LLC, Patriot National, Inc., and The Sellers Named on the Signature Pages Hereto Dated as of July 20, 2015Membership Interest Purchase Agreement • August 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2015 (the “Signing Date”), by and among Global HR Research LLC, a Florida limited liability company (the “Company”), In Touch Holdings LLC, a Florida limited liability company (“ITH”), Brandon G. Phillips (“Phillips”), James E. Parker (“Parker”) and Ivette Ruiz Babylon (“Babylon”), each an individual, as sellers (together, the “Sellers”), Brandon G. Phillips as the Sellers’ Representative (the “Sellers’ Representative”), and Patriot National, Inc., a Delaware corporation, as buyer (the “Buyer”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article X below.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 15th, 2016 • Patriot National, Inc. • Insurance agents, brokers & service
This Third Amendment (this “Amendment”) to the Credit Agreement dated January 22, 2015 among Patriot National, Inc., a Delaware corporation (“Borrower”), the Lenders (as defined therein) and BMO Harris Bank N.A., as administrative agent (as previously amended, supplemented or otherwise modified, the “Credit Agreement”) is dated as of December 23, 2015.
