HERITAGE INSURANCE HOLDINGS, INC. Purchase AgreementHeritage Insurance Holdings, Inc. • August 16th, 2017 • Fire, marine & casualty insurance • New York
Heritage Insurance Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, U.S.$125,000,000 principal amount of its 5.875% Convertible Senior Notes due 2037 (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to U.S.$18,750,000 additional principal amount of such Notes (the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities are convertible into cash, shares of Common Stock, par value U.S.$0.0001 per share (the “Common Stock”), of the Company, or a combination of cash and shares of Common Stock. The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, among the Company, Heritage MGA, LLC, as guarantor (the “Guarantor”), and Wilmington Trust,
HERITAGE INSURANCE HOLDINGS, INC., as Issuer, HERITAGE MGA, LLC, as Guarantor, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 16, 2017 5.875% Convertible Senior Notes due 2037Heritage Insurance • August 16th, 2017 • Heritage Insurance Holdings, Inc. • Fire, marine & casualty insurance • New York
INDENTURE dated as of August 16, 2017 among HERITAGE INSURANCE HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), HERITAGE MGA, LLC, a limited liability company organized under the laws of the State of Florida, as guarantor hereunder (the “Guarantor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
