Exhibit 10.44
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT
(this “ Agreement ”) is made as of
April 20, 2007, by and between Steven M. Mariano, an
individual residing in the State of Florida (“ Mariano
”), and SunCoast Holdings, Inc., a Delaware corporation
(“ SunCoast ”).
WHEREAS , Mariano currently
owns 100,000 shares of common stock, par value $0.01 per share
(collectively, the “ Shares ”), of Patriot Risk
Management of Florida, Inc., a Delaware corporation (the “
PRMFI ”);
WHEREAS , PRMFI has one
wholly owned subsidiary, Patriot Insurance Management Company, Inc.
(“PIMC”), which engages in the business of providing
services for insurance;
WHEREAS PRMFI is the sole
shareholder of PIMC;
WHEREAS , SunCoast previously
considered acquiring PRMFI and its subsidiary in order to enhance
SunCoast’s current lines of business and Mariano previously
considered transferring PRMFI and its subsidiary to SunCoast, but
the parties never consummated a transaction; and
WHEREAS , Mariano and
SunCoast have determined the contribution of PRMFI to SunCoast will
enhance the business of both SunCoast and PRMFI by, among other
things, allowing both companies to take advantage of synergies from
the combination of the businesses, allowing Mariano to focus his
full-time attention to the combined businesses and satisfying third
party covenants relating to related party transactions.
NOW, THEREFORE, for good an
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and agreed, the parties hereto, intending to be
legally bound, hereby agree as follows:
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Contribution of the Shares . |
1.1 General . On the terms and
subject to the conditions set forth in this Agreement and upon the
representations and warranties made herein by each of the parties
to the other, on the date hereof, Mariano hereby contributes,
conveys, assigns, transfers and delivers to SunCoast the Shares,
and SunCoast hereby accepts and acquires the Shares.
1.2 Delivery of Documents . On
the date hereof, Mariano shall deliver or cause to be delivered to
SunCoast a certificate or certificates representing the Shares
registered in his name, duly endorsed (or accompanied by a duly
executed stock power in the form attached hereto as Exhibit
A).
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Representations and Warranties . |
2.1 Representations of Mariano
. Mariano hereby represents and warrants to SunCoast as
follows:
(a)
Authority . This Agreement has been duly executed by Mariano
and constitutes the legal, valid and binding obligation of Mariano
enforceable against Mariano in accordance with its terms, except as
to the enforceability thereof as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and
general equitable principles.
(b)
No Conflicts or Violation . None of the execution, delivery
or performance of this Agreement, the consummation of the
transactions contemplated hereby or compliance by Mariano with any
provisions hereof, will (i) violate (with or without the
giving of notice or the lapse of time or both), conflict with, or
result in any violation of or default under, any agreement,
indenture or other instrument to which Mariano or PRMFI is a party
or may be bound, (ii) violate any judgment, decree, order or
award of any court, governmental body or other authority to which
Mariano or PRMFI is subject or (iii) violate any statute,
regulation, ordinance or code of any foreign, federal, state or
local government or other governmental department or agency.
(c)
No Consents Required . No application, notice, order,
registration, qualification, waiver, consent, approval or other
action (collectively “ Consent ”) is required to
be filed, given, obtained or taken by virtue of the execution,
delivery and performance of this Agreement by Mariano or the
consummation of the transactions contemplated hereby by
Mariano.
(d)
Shares . Mariano is the record and beneficial owner of the
Shares, with good and marketable title thereto, free and clear of
all liens, claims, charges, pledges, proxies, restrictions,
preemptive rights, security interests, or any encumbrance
whatsoever, and, except as provided in this Agreement, there are
no
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