PATRIOT RISK MANAGEMENT, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • New York
Patriot Risk Management, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the underwriters listed on Schedule I hereto (collectively, the “Underwriters”) for whom FBR Capital Markets & Co. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of 17,000,000 shares (the “Initial Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 2,550,000 additional shares of Common Stock (the “Option Shares”) to cover over-allotments, if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the
PROGRAM ADMINISTRATOR AGREEMENT Alternative Market Workers Compensation Insurance Program Patriot Underwriters, Inc. And ULLICO Casualty Company Effective as of April 1, 2009Program Administrator Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • New York
This Program Administrator Agreement (the “Agreement”), by and between ULLICO Casualty Company, a Delaware corporation with principal offices at 1625 Eye Street, NW Washington, DC 20006 (the “Company”) and Patriot Underwriters, Inc. a Delaware corporation with principal offices at 301 East Las Olas Boulevard, 7th Floor, Fort Lauderdale, Florida 33301 (the “Program Administrator” or “PA”), is entered into this 14 day of April, 2009 (the “Effective Date”).
INDEMNIFICATION AND PLEDGE AGREEMENTIndemnification and Pledge Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
THIS INDEMNIFICATION AND PLEDGE AGREEMENT (this “Agreement”) is made as of January 15, 2009, by and between STEVEN M. MARIANO (the “Indemnitor”) and PATRIOT RISK MANAGEMENT, INC., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of the 18th day of December, 2009 (the “Effective Date”) by and between Argonaut Insurance Company (“Seller”) and Patriot National Insurance Group, Inc. (“Buyer”).
Patriot Risk Management, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Delaware
Patriot Risk Management, Inc. (the “Company”) hereby awards to the Holder (the “Holder”) the number of shares of the presently authorized but unissued Common Stock, $.001 par value per share, of the Company (the “Restricted Stock”) set forth above pursuant to the Patriot Risk Management, Inc. 2010 Stock Incentive Plan (the “Plan”).
MANAGING GENERAL AGENCY AGREEMENTManaging General Agency Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Utah
This MANAGING GENERAL AGENCY AGREEMENT (“Agreement”) is entered into effective as of December 15, 2009 (“Effective Date”) by and between ADVANTAGE WORKERS COMPENSATION INSURANCE COMPANY, an Indiana domiciled insurance company (“Company”), on the one hand, and PATRIOT UNDERWRITERS INC., a Delaware corporation (“PUI”), PATRIOT RISK SERVICES, INC., a Delaware corporation (“PRS”) (PRS and PUI collectively referred to as “MGA”), and PATRIOT RISK MANAGEMENT, INC., a Delaware corporation (‘PRM”)(PRM and MGA collectively referred to as “Patriot”), on the other hand, with reference to the following recitals of fact:
Workers’ Compensation Quota Share Reinsurance Contract Effective: December 31, 2008 issued to Guarantee Insurance Company Fort Lauderdale, Florida and any other insurance companies and/or affiliates which are now or hereafter come under the ownership,...Xxii Agency Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance
FIFTH AMENDMENT TO COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Kansas
THIS FIFTH AMENDMENT dated as of January 13, 2010 (the “Amendment”) is made a part of that certain Commercial Loan Agreement (the “Commercial Loan Agreement”) and Addendum thereto dated March 30, 2006 (the “Addendum” and together with the Commercial Loan Agreement, the “Loan Agreement”) by and between Security Bank & Trust, as servicing agent for participant banks who are all collectively the successor in interest to Aleritas Capital Corporation f/k/a Brooke Credit Corporation (“Lender”) and Patriot Risk Management, Inc. (“PRM”) (formerly known as Suncoast Holdings, Inc.), a Delaware corporation (“PRM”), Patriot National Insurance Group, f/ka/Guarantee Insurance Group, Inc., f/k/a Brandywine Insurance Holdings, Inc., a Delaware corporation (“PNIG”), and Patriot Risk Services, Inc., a Delaware corporation (“PRS”), as amended by that certain Amendment to Commercial Loan Agreement dated as of September 27, 2007 (“First Amendment”) by and among Lender, PRM, PNIG, PRS, Suncoast Capital, Inc
AMENDMENT TO COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • January 19th, 2010 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance • Florida
THIS AMENDMENT dated as of January 14, 2010 (the “Amendment”) is made a part of that certain Commercial Loan Agreement (the “Commercial Loan Agreement”) and Addendum thereto dated December 31, 2008 (the “Addendum” and together with the Commercial Loan Agreement, the “Loan Agreement”) by and between Ullico Inc., a Maryland corporation (“LENDER”), and Patriot Risk Management, Inc. (“PRM”), a Delaware corporation (“PRM”), Patriot National Insurance Group, f/k/a Guarantee Insurance Group, Inc., a Delaware corporation (“PNIG”), Patriot Risk Services, Inc., a Delaware corporation (“PRS”), Suncoast Capital, Inc. (“SCI”), and Patriot Risk Management of Florida, Inc. (“PRMF”) (PRM, PNIG, PRS, SCI, and PRMF are referred to hereinafter individually as a “Borrower Party” and collectively as “Borrower”).
