FORM OF WARRANTBrooke Corp • November 3rd, 2006 • Insurance agents, brokers & service • New York
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
NOTE AND WARRANT PURCHASE AGREEMENT BROOKE CREDIT CORPORATION $45,000,000 Principal Amount Senior Secured Notes Due April 30, 2013 Warrants for Common Stock October 31, 2006Note and Warrant Purchase Agreement • November 3rd, 2006 • Brooke Corp • Insurance agents, brokers & service • New York
The undersigned, Brooke Credit Corporation, a Kansas corporation (the “Company”) proposes to issue and sell to the Purchasers for cash (i) $45,000,000 principal amount of their Senior Secured Notes due April 30, 2013 (the “Notes”) and (ii) Warrants (as defined in Exhibit B hereto) to purchase Common Stock in the Company.
SECURITY AGREEMENT DATED AS OF OCTOBER 31, 2006 among BROOKE CREDIT CORPORATION, as the Company, and the Grantors party hereto, and FMP Agency Services, LLC, as the Collateral AgentSecurity Agreement • November 3rd, 2006 • Brooke Corp • Insurance agents, brokers & service • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of October 31, 2006 and entered into among BROOKE CREDIT CORPORATION, a Kansas corporation (“Company”), THE SUBSIDIARIES of the Company that may become a party hereto after the date hereof (each, an “Additional Grantor”) (each of Company and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and FMP AGENCY SERVICES, LLC, a Delaware limited liability company, as Collateral Agent under that certain Collateral Agency Agreement dated as of the date hereof, as executed by and authorized on behalf of FALCON MEZZANINE PARTNERS II, LP, a Delaware limited partnership, FMP II CO-INVESTMENT, LLC, a Delaware limited liability company and JZ EQUITY PARTNERS PLC, a public limited liability company incorporated in England and Wales under the Companies Act (1985) (each a “Purchaser” and collectively the “Purchasers”) party to that certain Note and Warrant Purchase Agreement dated as of the date hereof among Company and the
