Exhibit 10.8





ASSIGNMENT AND ASSUMPTION OF LEASE
AGREEMENT


 


THIS AGREEMENT made
as of September 1, 2013, by and between Specialty Claims Management, LLC, a New Jersey limited liability company, (“SCM”)
Innova Claims Management, LLC, a Delaware limited liability company (“Innova” and together with
SCM, “Assignor”) and AmTrust North America, Inc., a Delaware corporation (“Assignee”).


 


W I T N E S S E T H:


 


WHEREAS, SCM
entered into that certain Lease Agreement dated February 23, 2009 (as may have been amended the “Lease”)
between SCM (as “Tenant”) and 333 Meadowlands Venture, LLC (as “Landlord”) for office space in the
Building known and located at 333 Meadowlands Parkway, Secaucus, NJ (the “Premises”) as more particularly described
on Exhibit “A” attached hereto and incorporated herein (the “Lease Information Schedule”).
All capitalized terms not defined herein shall have the meanings given them in the Lease Information Schedule;


 


WHEREAS, Landlord
consented to an Assignment and Assumption of Lease between SCM and Innova on June 30, 2010, referenced in Exhibit “B”
and attached hereto;


 


WHEREAS, Assignor
desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor’s future rights and obligations
as Tenant under the Lease.


 


WHEREAS, in
accordance with the Lease, this Agreement is subject to receiving Landlord’s written consent to the Assignment and Assumption
of the Lease;


 


NOW, THEREFORE,
in consideration of $1.00 paid by each of the parties hereto to the other and other good and valuable consideration, the receipt
and sufficiency of which both parties do hereby acknowledge, Assignor and Assignee agree as follows:


 


1.     Assignor hereby
assigns to Assignee, effective as of the date hereof (hereinafter the “Effective Date”), all of Assignor’s
rights, title and interest in and to the Lease together with the leasehold estate thereof and all rights and interests of Assignor
in and to the Premises.


 


2.     Assignor, for itself and its
successors and assigns, covenants and represents to Assignee and agrees:


 


Assignor
will indemnify and hold Assignee harmless from, and defend Assignee against, any and all liability, claims, demands, actions, causes
of action, damages, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees)
of any kind or nature whatsoever that Assignee may sustain by reason of Assignor’s breach or non-fulfillment (whether by
action of inaction), prior to the Effective Date, of any covenant or obligation under the Lease or this Agreement on its part to
be performed; and


 


3.     Assignee, for itself and its
successors and assigns, covenants and represents to Assignor and agrees as follows:


 






    	 



    	 



    

 


(a)On
and after the Effective Date, Assignee shall assume and hereby agrees promptly and faithfully to keep, fulfill, observe, perform
and discharge each and every covenant, duty, debt and obligation of the tenant under the Lease which shall accrue and be due with
respect to the Premises from and after the Effective Date; and


 


(b)Assignee
will indemnify and hold Assignor harmless from, and defend Assignor against, any and all liability, claims, demands, actions, causes
of action, damages, losses, cost and expenses (including, without limitation, court costs and reasonable attorneys’ fees)
of any kind or nature whatsoever that Assignor may sustain by reason of Assignee’s breach or non-fulfillment (whether by
action or inaction), on and after the Effective Date, of any covenant or obligation under the Lease and this Agreement on its part
to be performed; and


 


(c)Any
Assignment of the Lease by Assignee will not, as between Assignor and Assignee, release Assignee from any of its obligations to
Assignor pursuant to this Agreement.


 


4.     For the avoidance of doubt, the
parties hereby agree that, to the extent Assignee has reimbursed Assignor for the amount of the Security Deposit (as defined in
the Lease), Assignee shall be entitled to receive the Security Deposit when payable by Landlord to Tenant pursuant to the terms
of the Lease.


 


5.     This Agreement
shall be binding on Assignee and its successors and permitted assigns and on Assignor and its successors and permitted assigns.


 


6.     This Agreement shall not be changed
except by written instrument signed by Assignor and Assignee.


 


7.     This Agreement shall be governed
by and interpreted in accordance with the laws of the New Jersey without regard to the laws of such state pertaining to conflicts
of the law.


 


8.     This Agreement may be executed
in one or more counterparts each of which, when so executed and delivered, shall be deemed to be an original, but all of which,
when taken together, shall constitute but one and the same instrument.


 


[Signatures on following page]


 






    	 



    	 



    

 


IN WITNESS WHEREOF, this Agreement
has been executed by the duly authorized representatives of Assignor and Assignee as of the date first above written.


 


 





	 	ASSIGNOR:
	 	 
	 	
        Innova Claims Management, LLC

        

        a Delaware Corporation 

	 	 	 
	 	By:	/s/ Michael Fitzgerald
	 	Name:	Michael Fitzgerald
	 	Title:	Manager
	 	 	 
	 	 	 
	 	 
	 	a 		Corporation
	 	 	 
	 	 
	 	ASSIGNEE:
	 	 
	 	
        AmTrust North America, Inc. 

        

        a Delaware, Corporation 

	 	 
	 	By:	/s/ Stephen Unger
	 	Name:	Stephen Unger
	 	Title:	Secretary