AMENDMENT NO. 4 TO SECURED
SUBORDINATED
PROMISSORY NOTES AND
WARRANTS
DCAP GROUP, INC.
1158 Broadway
Hewlett, New York 11558
Jack Seibald as
representative and attorney-in-
fact for the
holders of the Secured Subordinated
Promissory
Notes of DCAP Group, Inc., dated
July 10, 2003,
in the outstanding aggregate
principal
amount of $1,500,000 as set forth
on Schedule A
attached hereto
1336 Boxwood
Drive West
Hewlett Harbor,
NY 11557
Dear
Jack:
Reference is made to the Secured
Subordinated Promissory Notes of DCAP Group, Inc. (the
“Company”), dated July 10, 2003, in the outstanding
aggregate principal amount of $1,500,000 (collectively, the
“Notes”) and held by the persons and entities set forth
on Schedule A attached hereto (collectively, the
“Noteholders”).
All capitalized terms used and not defined
herein shall have the meanings ascribed thereto in the
Notes.
The parties
agree as follows:
1. The Maturity Date
for each of the Notes is hereby extended from September 30, 2008 to
the earlier of (a) July 10, 2009 or (b) ninety (90) days following
the effective date on which Commercial Mutual Insurance Company
(“CMIC”) is converted from an advance premium
cooperative insurance company to a stock property and casualty
insurance company and the surplus notes of CMIC held by the Company
are converted into a controlling interest in CMIC (subject to
acceleration as hereinafter provided).
2. On the date on
which the aggregate principal amount of the Notes is paid in full,
an additional amount (the “Additional Amount”) equal to
$10,000 (in the aggregate for all of the Noteholders), multiplied
by the number of whole or partial calendar months from October 1,
2008 through the Maturity Date, shall be paid to the
Noteholders. Notwithstanding the foregoing, in the event
that a portion, but not all, of the aggregate principal amount of
the Notes is paid, from the date on which such partial payment is
made and through the Maturity Date, the $10,000 amount shall be
reduced proportionately to the extent of the partial
payment. The Noteholders shall be entitled to their
respective pro rata portion of the Additional Amount based upon the
principal amount of their Note redeemed in relation to the
aggregate principal amount of the Notes redeemed. As an
illustration of the foregoing, in the event the entire $1,500,000
aggregate p
