THE FORTEGRA GROUP, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2024 • Fortegra Group, Inc • Fire, marine & casualty insurance • New York
THE FORTEGRA GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _________, 20__, between The Fortegra Group, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2022 among FORTEGRA FINANCIAL CORPORATION, LOTS INTERMEDIATE CO., and THE FORTEGRA GROUP, INC. as Borrowers, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO...Credit Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2022, by and among FORTEGRA FINANCIAL CORPORATION, a corporation incorporated under the laws of the State of Delaware (“Fortegra”), THE FORTEGRA GROUP INC., a corporation incorporated under the laws of the State of Delaware (“Fortegra Group”), and LOTS INTERMEDIATE CO., a corporation incorporated under the laws of the State of Delaware (“LOTS”, and together with Fortegra Group and Fortegra, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined below) from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and FIFTH THIRD BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and Issuing Lender (as defined below).
FORTEGRA GROUP, INC. WARRANT TO PURCHASE COMMON STOCKPurchase Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
This Registration Rights Agreement (the “Agreement”) is made, entered into and effective June 21, 2022 (the “Effective Date”) by and among Tiptree Holdings LLC, a Delaware limited liability company (“Tiptree”), WP Falcon Aggregator, L.P., a Delaware limited partnership (“Warburg”), and the Holders (as defined herein) set forth on Schedule A hereto, and The Fortegra Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise (the “Company”)).
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance
This SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of October 21, 2022 (together with all amendments, if any, from time to time hereto, this “Agreement”) by and among FORTEGRA FINANCIAL CORPORATION, a Delaware corporation (“Fortegra Financial”), LOTS INTERMEDIATE CO., a Delaware corporation (“LOTS”), and THE FORTEGRA GROUP, INC., a Delaware corporation (“Fortegra Group”, and together with Fortegra Financial and LOTS, collectively, the “Borrowers”), and the other Persons who may become “Pledgors” hereunder (each, a “Pledgor” and collectively, the “Pledgors”), and FIFTH THIRD BANK, NATIONAL ASSOCIATION (“Administrative Agent”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • New York
of a partial withdrawal from such portfolio, the Net Asset Value of the Equity and Alternative Assets portfolio shall be divided between the portion attributable to the withdrawn amount and the portion not being withdrawn, and the Incentive Fee shall only be calculated and paid with respect to the portion being withdrawn. Any balance in the Loss Carryforward Account outstanding as of such withdrawal date shall also be divided such that (i) the portion to be applied to such calculation of the Incentive Fee on the withdrawn amount shall be an amount equal to the balance of the Loss Carryforward Account prior to any adjustments in respect of such withdrawal multiplied by a fraction, the numerator of which is the amount of the withdrawal and the denominator of which is the Net Asset Value of the Equity and Alternative Assets portfolio (the “Withdrawal Loss Carryforward Account”) and (ii) the Loss Carryforward Account to be applied to the Incentive Fee calculation on a going forward basis w
EQUITY INTEREST PURCHASE AGREEMENT by and between Tiptree Warranty Holdings, LLC, and Peter Masi Dated as of December 16, 2019Equity Interest Purchase Agreement • March 15th, 2021 • Fortegra Group, LLC • Fire, marine & casualty insurance • New York
This EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 16, 2019, is made by and between Tiptree Warranty Holdings, LLC, a Delaware limited liability company (“Purchaser”) and Peter Masi, a natural Person (“Seller”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Florida
The EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (the “Agreement”), dated as of the 17 day of May, 2023, by and between The Fortegra Group, LLC, a Delaware limited liability company (the “Company”), and Abigail Taylor, a resident of Washington, DC (the “Executive”) (each, a “Party” and collectively, the “Parties”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance
(ii)Indebtedness, obligations and liabilities owed to the Lenders under the Prior Credit Agreement, and certain other Hedging Obligations and Treasury Management Obligations hereinafter referred to, are currently secured by, among other things, an Amended and Restated Security Agreement dated as of August 4, 2020, by and among Fortegra Financial, Lots, the other Debtors and the Administrative Agent (the “Prior Security Agreement”).
REGISTRATION RIGHTS AGREEMENTBY AND BETWEENTHE FORTEGRA GROUP, INC.ANDTIPTREE HOLDINGS LLCDATED AS OF [●], 2021Registration Rights Agreementby And • April 7th, 2021 • Fortegra Group, LLC • Fire, marine & casualty insurance • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [●], 2021, is made by and among The Fortegra Group, Inc., a Delaware corporation (the “Company”), and Tiptree Holdings LLC, a Delaware limited liability company (“Tiptree” and, together with its Permitted Transferees that become party hereto and listed on the signature pages hereto, the “Investors”).
REVOLVING CREDIT NOTEFortegra Group, LLC • March 15th, 2021 • Fire, marine & casualty insurance
This Revolving Credit Note (this “Note”) is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as of August 4, 2020, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, National Association, as Administrative Agent and Issuing Lender (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions.
AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE FORTEGRA GROUP, INC. 2022 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • January 29th, 2024 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
This Amended and Restated Stock Option Agreement (this “Agreement”) effective [ ], 2024 (the “Effective Date”) is between The Fortegra Group, Inc., a Delaware corporation (the “Company”), and the Participant named above. The Company and the Participant are parties to an Option Agreement dated [ ] (the “Prior Agreement”). The Company and the Participant agree that this Agreement shall amend, restate and supersede the Prior Agreement in its entirety. Capitalized terms not otherwise defined herein shall the meanings ascribed to such terms in the Plan (as defined below).
SWING NOTESwing Note • March 15th, 2021 • Fortegra Group, LLC • Fire, marine & casualty insurance
This Swing Note (this “Note”) is the Swing Note referred to in the Amended and Restated Credit Agreement dated as of August 4, 2020, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, National Association, as Administrative Agent and Issuing Lender (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions.
AMENDED & RESTATED TAX-SHARING AGREEMENTTax-Sharing Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance
THIS AMENDED & RESTATED TAX-SHARING AGREEMENT (hereinafter referred to as the “Agreement”), dated and effective April 28, 2021, is made by and among Tiptree Inc., a Maryland corporation (“Tiptree”) and the parties listed on Attachment ‘A’ incorporated herein (hereinafter referred to collectively as the “Subsidiaries” or individually as “Subsidiary”). Tiptree and its Subsidiaries shall hereinafter be referred to as the “Group” which is intended to capture the affiliated group of corporations as defined under Section 1504(a) of the Code (defined below).
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Florida
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement"), dated as of the 17th day of November, 2022, by and between The Fortegra Group, Inc., a Delaware corporation (the "Company"), and Richard S. Kahlbaugh, a resident of Ponte Vedra, Florida (the "Executive") (each, a "Party" and collectively, the "Parties").
EXHIBIT C-2 SWING NOTEFortegra Group, Inc • November 8th, 2023 • Fire, marine & casualty insurance
This Swing Note (this “Note”) is the Swing Note referred to in the Second Amended and Restated Credit Agreement dated as of [____], 2022, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, National Association, as Administrative Agent and Issuing Lender (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions.
EXHIBIT C-1Fortegra Group, Inc • November 8th, 2023 • Fire, marine & casualty insurance
STOCKHOLDERS AGREEMENT of THE FORTEGRA GROUP, INC. dated as of [●], 2021Stockholders Agreement • April 7th, 2021 • Fortegra Group, LLC • Fire, marine & casualty insurance • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of [●], 2021, among The Fortegra Group, Inc., a Delaware corporation (the “Company”), and Tiptree Holdings LLC, a Delaware limited liability company (“Tiptree” and, together with its Affiliates, the “Investors”).
RESTRICTED STOCK UNIT AGREEMENT UNDER THE FORTEGRA GROUP, INC. 2021 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • April 20th, 2021 • Fortegra Group, LLC • Fire, marine & casualty insurance • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is between The Fortegra Group, Inc., a Delaware corporation (the “Company”), and the Participant named above.
Re: Confidential Separation Agreement and General ReleaseConfidential Separation Agreement and General Release • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Florida
This Confidential Separation Agreement and General Release (the “Agreement”) entered into by and between Michael Grasher (“you” or “your”) and The Fortegra Group, Inc. confirms the arrangements we have discussed concerning your separation from The Fortegra Group, Inc., which will be referred to in this Agreement, along with all of its parents, subsidiaries, affiliates, predecessors, successors, assigns, agents, and representatives, including without limitation Fortegra Financial Corporation and LOTS Intermediate Co., as the “Company.” It constitutes both parties’ entire understanding regarding the terms of your separation.
INDEMNITY AGREEMENTIndemnity Agreement • December 19th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance
THIS AGREEMENT is made and entered into this 13th day of April, 2010, but is effective for all purposes as of 11th day of February, 2010, by and between Fortegra Financial Corporation (hereinafter referred to as the "Indemnitor") and Richard S. Kahlbaugh (hereinafter referred to as the "Indemnitee").
EXHIBIT C-3 GLOBAL REVOLVING CREDIT NOTEFortegra Group, Inc • November 8th, 2023 • Fire, marine & casualty insurance
This Global Revolving Credit Note (this “Note”) is one of the Global Revolving Credit Notes referred to in the Second Amended and Restated Credit Agreement dated as of [____], 2022, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, National Association, as Administrative Agent and Issuing Lender (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • New York
zero. For each Incentive Period, the Loss Carryforward Account will be increased by the Net Capital Depreciation, if any, attributable to such Equity and Alternative Assets portfolio for such Incentive Period and decreased, but not below zero, by the aggregate Net Capital Appreciation, if any, attributable to such Equity and Alternative Assets portfolio (prior to any Incentive Fee) for such Incentive Period. In the event that a Loss Carryforward Account ends an Incentive Period above zero (after adjustments for such Incentive Period), the Investment Adviser will receive no Incentive Fee until such Loss Carryforward Account has been reduced to zero.
PERFORMANCE AWARD AGREEMENT UNDER THE FORTEGRA GROUP, INC.Performance Award Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
This Performance Award Agreement (this “Agreement”) is between The Fortegra Group, Inc., a Delaware corporation (the “Company”), and the Participant named above. Capitalized terms not otherwise defined herein shall the meanings ascribed to such terms in the Plan (as defined below).
RESTRICTED STOCK UNIT AGREEMENT UNDER THE FORTEGRA GROUP, INC. 2022 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • November 8th, 2023 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is between The Fortegra Group, Inc., a Delaware corporation (the “Company”), and the Participant named above.
THE FORTEGRA GROUP, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 29th, 2024 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 20[●] between The Fortegra Group, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF AMONG THE FORTEGRA GROUP, INC. AND THE INVESTORS IDENTIFIED HEREINStockholders Agreement • January 29th, 2024 • Fortegra Group, Inc • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • April 7th, 2021 • Fortegra Group, LLC • Fire, marine & casualty insurance • Florida
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (the “Agreement”), dated as of the [●] day of [●], 2021, by and between The Fortegra Group, Inc., a Delaware corporation (the “Company”), and _____________________, a resident of ______ (the “Executive”) (each, a “Party” and collectively, the “Parties”).
