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Exhibit 10.19
IRREVOCABLE PROXY
The undersigned, on behalf of
SunCoast Holdings, Inc., a Delaware corporation (“ SH
”) and sole shareholder of Brandywine Insurance Holdings,
Inc., a Delaware corporation (“ BIH ”) and
Patriot Risk Management, Inc., a Delaware corporation (“
PRM ”, and collectively with BIH, the “
Companies ”), pursuant to and subject to Brooke Credit
Corporation, a Kansas corporation (“ BCC ”)
securing a loan to SH, BIH and Patriot Risk Services, Inc., a
Delaware corporation (“ PRS ”), which loan is to
be used in part to capitalize Guarantee Insurance Company, a South
Carolina domiciled insurance company, hereby nominates and appoints
BCC as its true and lawful attorney and proxy (the "
Appointee ”), with power of substitution, to vote upon
all of the shares of the undersigned in the Companies standing in
the name of SH as of the date hereof or hereafter (the “
Shares ”) at any meetings of the shareholders of the
Companies upon the uncured default of SH, BIH and PRS on the
aforementioned loan and subject t
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