SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of July 10, 2009 (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 Theodore G. Bryant (“Executive”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Delaware
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made as of December 31, 2008 by and among (i) the holders of the Existing Lenders Debt (as defined herein) set forth on Schedule A attached hereto (collectively, the “Existing Lenders”), (ii) Ullico Inc., a Maryland corporation (“Ullico”), and (iii) Patriot Risk Management, Inc. (“PRM”), PRS Group, Inc., Guarantee Insurance Group, Inc. (“GIGI”), Patriot Risk Services, Inc., Patriot Risk Management of Florida, Inc., and SunCoast Capital, Inc., each a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”).
FLORIDA, GEORGIA & NEW JERSEY PRIMARY TRADITIONAL MARKET WORKERS’ COMPENSATION QUOTA SHARE REINSURANCE CONTRACT issued to GUARANTEE INSURANCE COMPANY Fort Lauderdale, FloridaEntire Agreement • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
IRREVOCABLE PROXYPatriot Risk Management, Inc. • November 9th, 2009 • Fire, marine & casualty insurance
The undersigned, on behalf of himself individually (“Mariano”) and Steven M. Mariano Revocable Trust (“Mariano Trust”), pursuant to and subject to Ullico Inc., a Maryland corporation (“Ullico”), securing a loan to Patriot Risk Management, Inc. (formerly known as SunCoast Holdings, Inc.), a Delaware corporation and sole shareholder of PRS Group and GIGI (as each is defined herein) (“PRM”), PRS Group, Inc. (formerly known as Patriot Risk Management, Inc.), a Delaware corporation and sole shareholder of Patriot RS and Patriot FL (as each is defined herein) (“PRS Group”), Guarantee Insurance Group, Inc. (formerly known as Brandywine Insurance Holdings, Inc.), a Delaware corporation (“GIGI”), Patriot Risk Services, Inc., a Delaware corporation (“Patriot RS”), Patriot Risk Management of Florida, Inc., a Delaware corporation (“Patriot FL”), and SunCoast Capital, Inc., a Delaware corporation (collectively, the “Borrowers”), hereby nominates and appoints Ullico as its true and lawful attorney a
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Delaware
This Stock Pledge Agreement (this “Agreement”) is made effective as of the 31st day of December, 2008 (the “Effective Date”) by and between Steven M. Mariano (“Mariano”), Steven M. Mariano Revocable Trust (“Mariano Trust”), Patriot Risk Management, Inc. (formerly known as SunCoast Holdings, Inc.), a Delaware corporation (“PRM”), PRS Group, Inc. (formerly known as Patriot Risk Management, Inc.), a Delaware corporation (“PRS Group”), and Guarantee Insurance Group, Inc. (formerly known as Brandywine Insurance Holdings, Inc.), a Delaware corporation (“GIGI” and, together with Mariano, Mariano Trust, PRM, PRS Group, GIGI and Mariano, “Pledgors”), and Ullico Inc., a Maryland corporation (“Pledgee”).
GUARANTYPatriot Risk Management, Inc. • November 9th, 2009 • Fire, marine & casualty insurance
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Ullico Inc., a Maryland corporation (herein, with its participants, successors and assigns, called “Lender”), at its option, at any time or from time to time to make loans or extend other accommodations to or for the account of any of Patriot Risk Management, Inc., a Delaware corporation (formerly known as SunCoast Holdings, Inc.) (“PRM”), PRS Group, Inc., a Delaware corporation (formerly known as Patriot Risk Management, Inc.), Guarantee Insurance Group, Inc., a Delaware corporation (formerly known as Brandywine Insurance Holdings, Inc.), Patriot Risk Services, Inc., a Delaware corporation, Patriot Risk Management of Florida, Inc., a Delaware corporation, and SunCoast Capital, Inc., a Delaware corporation (herein collectively called “Borrower”), or to engage in any other transactions with Borrower, the Undersigned hereby absolutely and unconditionally guarantees to Lender t
