Execution Version
LIMITED WAIVER REGARDING
SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
March 27, 2024
Conifer Holdings, Inc.
550 West Merrill Street, Suite 200
Birmingham, Michigan 48009
Elanus Capital Investments Master SP Series 3,
a S.P. of Elanus Capital Investments Master SPC
c/o Elanus Capital Management LLC (the manager)
3 Woodvale Drive
Syosset, NY 11791
Reference is made to that certain Second Amended and Restated Note Purchase Agreement dated as of September 30, 2023 (as amended, modified or revised from time to time prior to the date hereof, including by that certain First Amendment to Second Amended and Restated Note Purchase Agreement dated as of December 13, 2023, the “Note Purchase Agreement”), between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and Elanus Capital Investments Master SP Series 3, a S.P. of Elanus Capital Investments Master SPC (the “Purchaser”), whereby the Company issued to the Purchaser $10,000,000 aggregate principal amount of its 12.5% Senior Secured Notes due September 30, 2028 (the “Senior Secured Notes”). Capitalized terms used but not defined in this Limited Waiver Regarding Second Amended and Restated Note Purchase Agreement (this “Waiver”) shall have the meanings given to such terms in the Note Purchase Agreement.
The Company has requested that the Required Holders waive the Specified Defaults (as defined below), and the undersigned Required Holders hereby agree to such waiver, in each case on the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
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IN WITNESS WHEREOF, the Company and the Required Holders have executed this Waiver as of the date first listed above.
CONIFER HOLDINGS, INC.
By: ________________________________
Name: Brian Roney
Title: President
ELANUS CAPITAL INVESTMENTS MASTER SP SERIES 3,
a S.P. of ELANUS CAPITAL INVESTMENTS MASTER SPC
By: ________________________________
Name:
Title:
[Signature Page to Waiver Agreement]
Schedule A
Specified Defaults
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