HOMEOWNERS LIMITED REPRESENTATIVE SERVICE AGREEMENT With SERVICE FIRST INSURANCE GROUP LLC. Of CYPRESS PROPERTY & CASUALTY INSURANCE COMPANY

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HOMEOWNERS LIMITED REPRESENTATIVE SERVICE AGREEMENT With

SERVICE FIRST INSURANCE GROUP LLC. Of

CYPRESS PROPERTY & CASUALTY INSURANCE COMPANY

This Agreement is made and entered into effective as of __________________ by and between Service First Insurance Group, which has its administrative offices at 13901 Sutton Park Drive South, Suite 310, Jacksonville, Florida 32224 and is hereinafter referred to as “MGA” and State Farm Insurance Agent/Agency hereinafter referred to as “Limited Representative.”

WITNESS THAT:

In consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

I. APPOINTMENT AND AUTHORITY

1. This Agreement is subject to the restrictions imposed upon MGA, insurance

carrier(s) and Limited Representative by law. The terms of this Agreement apply to business in which MGA and Limited Representative transact through the “Take Out” policies removed from Citizens Property Insurance Corporation (Citizens) by Cypress Property & Casualty Insurance Company, a Florida Corporation during the term of this agreement and referred to in the Citizens Property Insurance Corporation Assumption Agreement.

2. Limited Representative is an independent contractor and not an employee of MGA.

MGA does hereby grant authority to Limited Representative to provide all limited policy services as an insurance agent, for which Limited Representative has authority from the MGA, on all contracts of insurance covered by this agreement. Limited Representative understands and agrees the “servicing fee” paid on such business is reflective of services required by MGA.

3. Limited Representative shall not have binding authority on behalf of the MGA unless prior written approval for the specific insurance policy to be bound has been granted by MGA and accepted by Limited Representative. Any binding authority granted to the Limited Representative may be revoked at any time by notice from MGA. Any binding authority granted to the Limited Representative will be

specifically limited to binding authority necessary to fulfill Limited Representative’s obligations under this Agreement as it relates to “Take Out” policies from Citizens.

4. Limited Representative shall conduct business on behalf of MGA only pursuant to

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guidelines, rules and other written directives furnished to Limited Representative by MGA. The underwriting guidelines and written directives may be amended by MGA at any time. Authority granted to Limited Representative by MGA will be limited to that authority necessary to properly service MGA “Take Out” policies from Citizens.

5. Limited Representative understands that MGA is not an insurance company or

carrier, cannot function as one and must follow the requirements of the issuing carrier.

6. Limited Representative shall maintain proper licenses, where business is

conducted.

7. Limited Representative acknowledges that MGA will suspend binding or writing

policies of insurance providing coverage for fire, windstorm, explosion, riot and civil commotion, or extended coverage, except renewals (in the same company) of an existing policy containing such coverage:

(a) In accordance with the company’s storm procedures, or when

hurricane or tornado watches or warnings have been posted, or there are definite indications or general knowledge by the public that a named storm may be expected in the immediate future within the vicinity of the risk in question;

(b) When a named storm is in progress;

(c) When a civil disorder, disturbance, civil commotion or riot is in progress;

(d) When there are definite indications or general knowledge by the public that a civil disorder, disturbance, civil commotion or riot is imminent or may be expected in the immediate future within the vicinity or area of the risk in question;

(e) On any risk in an area, subdivision, municipality, city, county, commonwealth or state, which is under curfew or martial law because of civil unrest; or

(f) Upon receipt of any request from the company relating to

implementation of the company’s exposure management plan.

II. PREMIUMS AND “SERVICING FEES”

1. Limited Representative shall accept in a fiduciary capacity all premiums received

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2. Limited Representative agrees that the full “servicing fee” paid to the Limited Representative by MGA shall be the Limited Representative’s sole and full compensation on such business placed through the Limited Representative with the applicable insurance company, and that such “servicing fees” are payable in consideration of the faithful performance by the Limited Representative of his duties and obligations as set forth in this Agreement. Undisputed “servicing fees” in the hands of the applicable insurance company or MGA may be applied at any time to, and as offset against, any due and unpaid obligations to the applicable insurance company or MGA.

3. Limited Representative agrees that assignment of “servicing fees” shall not bind

the applicable insurance company or the MGA without its prior written consent.

4. Limited Representative shall refund MGA “servicing fees” on cancelled policies

and on reductions in premiums at the same rate “servicing fees” were originally earned. Whether such action is taken during the continuance of this Limited Representative Agreement or after its termination, refunded “servicing fees” must be received by MGA no later than forty-five (45) days after MGA’s notification to Limited Representative. If Limited Representative has failed to promptly account for and pay to MGA premiums or other monies for which Limited Representative is liable, MGA reserves the right to withhold payment of any and all “servicing fees” to Limited Representative. Any such withholding shall be credited to Limited Representative’s account. Any surplus “servicing fees” over and above the premiums or other monies Limited Representative owes MGA shall be paid to Limited Representative. However, if “servicing fee” retained does not fully satisfy the premiums or monies Limited Representative owes MGA then Limited Representative shall remain liable for those premiums or monies Limited Representative owes MGA.

III. INDEMNIFICATION

MGA shall indemnify and hold the Limited Representative harmless for all fines, penalties and related expenses which the Limited Representative may incur as a result of any action of MGA which is in violation of any law or regulation or contract or other duty, including any and all liability and cost of defense resulting from any suit or other action being brought against Limited Representative for any error or omission of MGA, its principals, or its employees.

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times during the term of the Agreement insurance for errors and omissions of the Limited Representative, its principals, and its employees in an amount of not less than $500,000 per occurrence and $1,000,000 aggregate liability limits; and that this agreement is conditioned upon Limited Representative obtaining and maintaining such insurance.

IV. SUCCESSOR CLAUSE

Limited Representative shall notify MGA of its intent to sell, merge or otherwise transfer ownership in the expirations of business placed with MGA. Such notice shall be given as soon as practicable but not less than thirty (30) days prior to the effective date of any such proposed transaction. MGA shall not unreasonably withhold its appointment of any successor agency provided that Limited Representative has given the notice required by this Article and has complied in all material respects with the obligations imposed upon Limited Representative by this Agreement.

V. SUSPENSION OR TERMINATION

1. After a period of three years from the assumption date of the last affected

policy, this agreement may be terminated by either party by providing 90 days’ advance written notice to the other or upon such greater number of days’ notice as may be required by applicable state law. Effective immediately from the date of such notice, Limited Representative’s authority is revoked.

2. This agreement will terminate immediately and automatically, if any public

authority cancels or declines to renew Limited Representative’s license or certificate of authority.

3. This agreement will terminate immediately and automatically on the

effective date of the sale or transfer to, or merger with, a successor of Limited Representative’s business, unless MGA has agreed in writing to appoint the successor as Limited Representative in accordance with Article IV of this Agreement.

4. This agreement will terminate immediately upon either party giving written

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5. After a period of three years from the assumption date of the last affected policy, this Agreement may be extended by either party in two (2) year increments beginning at the end of the initial three-year period. This may be done by either party providing notice to the other party of each such extension at least thirty (30) days prior to the expiration of this Agreement. Two (2) such extensions shall be available to the parties under this agreement.

6. The parties acknowledge the State Farm exclusive agency contract, and that

this agreement is effective only so long as and to the extent that the Limited Representative has requested and State Farm has granted its consent in writing pursuant to its agency agreement.

VI. OWNERSHIP OF POLICYHOLDER INFORMATION

During, and after the termination of this agreement, information regarding names, addresses, and ages of policyholders, the description and location of insured property; expiration or renewal dates of policies coming into MGA’s possession, including all forms, computer-related and electronic files, and other materials upon which this information is recorded (hereinafter “policyholder information”), shall remain in the undisputed control of Limited Representative. MGA will not use policy or policyholder information in any marketing for the sale, service or renewal of any form of insurance, unless the policyholder selects another agent of record, and that agent of record is not a party to a State Farm exclusive agency contract. In the event of any pending or threatened litigation, administrative proceeding, regulatory action or other legal proceeding, the Limited Representative shall provide to MGA in a timely manner upon receipt of a written request copies of any designated records applicable to business hereunder; provided, that MGA shall be required to pay to Limited Representative a reasonable per page charge for all copies provided. Such copies and the expiration information therein remain, however, subject to the confidentiality, ownership and all other provisions of this agreement and shall not be used for marketing any other purposes inconsistent with this agreement.

VII. MISCELLANEOUS

1. All supplies including forms and policies furnished by MGA shall always

remain the property of MGA and shall be returned to MGA or its representative upon demand.

2. All notices, claims or demands required or permitted to be given hereunder,

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by telecopy with confirming copy by first class mail mailed on the same day as the telecopy was transmitted. Notices to MGA or Limited Representative shall be delivered to the address listed above herein, or at such other address that has been provided the other party in writing. Notices delivered by hand delivery or telecopy shall be deemed delivered when received by addressee. Notices mailed (by United States mail or overnight courier) shall be deemed delivered when mailed. Telecopy notices shall be deemed delivered upon confirmation of transmission to the telecopy number provided by addressee.

3. This Agreement shall be subject to and construed under the laws of the State

of Florida, without regard to any choice of law rules that may direct the application of the laws of another jurisdiction. Any action brought to enforce or interpret the terms or conditions of this Agreement shall be subject to the jurisdiction of, and shall be prosecuted in, the District Court of the State of Florida, for Leon County.

4. This Agreement shall not be amended unless both parties consent to such

amendment in writing.

5. The Parties agree to keep strictly confidential all information which relates

to any business hereunder, including information relating to any insureds or customers of either party which is provided (by “Providing Party”) to the other (or “Receiving Party”). Such information shall be herein identified as “Confidential Information.” Confidential information shall not include (i) information previously known by the Receiving party, (ii) information available from public sources, or (iii) information available from third parties on a non-confidential basis. Unless otherwise agreed in writing, the Confidential Information shall be used solely for the purposes for which provided, and may be disclosed only to employees of the Receiving Party and others with a need to know (“Representatives”). Representatives shall be required by the Receiving Party to comply with this paragraph, and the Receiving Party shall be liable for any breach of this paragraph by its Representatives. The Receiving Party shall immediately notify the Providing Party if it is requested or compelled by legal process to disclose any Confidential Information, and shall assist and cooperate with all efforts of the Providing Party to obtain a protective order, negotiate the terms of disclosure, or otherwise respond to the legal process.

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Agreements, agency agreements, or similar agreements between MGA (or the applicable insurance company) and Limited Representative.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this __________________________________________.

MGA: Service First insurance Group Limited Representative’s Name Agent/Agency By: By: ___________________________ ___________________________ Title ___________________________

Title Agency Name

___________________________ Street Address

___________________________ City/Zip

THE FOLLOWING ITEMS MUST ALSO BE COMPLETED:

Tax ID: _______________________ Phone #:_________________________ Fax #: ___________________________ E-mail: __________________________

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Florida Commission Schedule – Effective December 1, 2014

Territory # Territory Description Commission %* Territory # Territory Description Commission %*

192 Alachua 10% 893 Lafayette 10%

292 Baker 10% 692 Lake 10%

601 Bay – coastal 10% 542 Lee – coastal 10%

721 Bay – remainder 10% 554 Lee – remainder 10%

392 Bradford 10% 993 Leon 10%

57 Brevard – coastal 10% 594 Levy – coastal 10% 64 Brevard – remainder 10% 734 Levy – remainder 10%

361 Broward – coastal 10% 931 Liberty 10%

35 Broward – Ft. Laud.& Hlywd 10% 932 Madison 10% 37 Broward – remainder 10% 582 Manatee – coastal 10%

193 Calhoun 10% 735 Manatee – remainder 10%

581 Charlotte – coastal 10% 792 Marion 10%

711 Charlotte – remainder 10% 182 Martin – coastal 10% 591 Citrus – coastal 10% 10 Martin – remainder 10% 731 Citrus – remainder 10% 7 Monroe – Key West 10%

492 Clay 12% 5 Monroe – remainder 10%

541 Collier – coastal 10% 532 Nassau – coastal 12% 551 Collier – remainder 10% 892 Nassau – remainder 12%

293 Columbia 10% 606 Okaloosa – coastal 10%

31 Dade – coastal 10% 723 Okaloosa – remainder 10%

33 Dade – Hialeah 10% 555 Okeechobee 10%

32 Dade – Miami 10% 49 Orange – Orlando 10% 30 Dade – Miami Beach 10% 90 Orange – remainder 10%

34 Dade – remainder 10% 511 Osceola 10%

712 De Soto 10% 362 Palm Beach – coastal 10% 592 Dixie – coastal 10% 38 Palm Beach – remainder 10% 732 Dixie – remainder 10% 595 Pasco – coastal 10% 41 Duval – coastal 13% 736 Pasco – remainder 10% 39 Duval – Jacksonville 13% 42 Pinellas – coastal 10% 40 Duval – remainder 13% 81 Pinellas – remainder 10% 602 Escambia – coastal 10% 46 Pinellas – St. Petersburg 10%

43 Escambia – remainder 10% 50 Polk 10%

531 Flagler – coastal 10% 992 Putnam 10%

701 Flagler – remainder 10% 533 Saint Johns – coastal 12% 603 Franklin 10% 702 Saint Johns – remainder 12% 393 Gadsden 10% 183 Saint Lucie – coastal 10% 923 Gilchrist 10% 562 Saint Lucie – remainder 10%

552 Glades 10% 607 Santa Rosa – coastal 10%

604 Gulf – coastal 10% 724 Santa Rosa – remainder 10% 722 Gulf – remainder 10% 583 Sarasota – coastal 10% 493 Hamilton 10% 715 Sarasota – remainder 10%

713 Hardee 10% 512 Seminole 10%

553 Hendry 10% 921 Sumter 10%

159 Hernando – coastal 10% 933 Suwannee 10%

733 Hernando – remainder 10% 596 Taylor – coastal 10% 714 Highlands 10% 737 Taylor – remainder 10% 80 Hillsborough – ex. Tampa 10% 922 Union 10% 47 Hillsborough – Tampa 10% 62 Volusia – coastal 10%

593 Holmes 10% 63 Volusia – remainder 10%

181 Indian River – coastal 10% 608 Wakulla – coastal 10% 561 Indian River – remainder 10% 725 Wakulla – remainder 10%

693 Jackson 10% 609 Walton – coastal 10%

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Form

W-9

(Rev. August 2013) Department of the Treasury Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

Print or type

See

Specific Instructions

on page 2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) a

Other (see instructions) a

Exemptions (see instructions):

Exempt payee code (if any) Exemption from FATCA reporting code (if any)

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Requester’s name and address (optional)

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose

number to enter.

Social security number

Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below), and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding

because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign

Here Signature of U.S. person a Date a

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of

withholding tax on foreign partners’ share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct.

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

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Confidential 1/8/2013: last update

Appointment Form

Agency Name: (Legal Name) DBA (if any):

Affiliation (if Any): County:

Type of Entity: Sole Proprietor

LLP

LLC

Corporation

Sole Proprietor

Agency Owner Name: Owner License #

Owner Social Security # Agency FEIN#

E&O Dates Agency Lic# (if applicable)

Location Address: (Physical) Mailing Address:

Telephone # ( ) Fax # ( )

(toll free if applicable) ( )

Agency Email: Agency Website:

Additional Locations:

YES

NO if YES, please copy and complete this form for each location

Agency Owner: Will you be the agency administrator?

YES

NO

(if NO, please fill out the Agency Staff Information sheet)

This document, and the information contained herein, is for the private and confidential use of Cypress Property & Casualty Insurance Company.

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