Exhibit 10.6


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of November 16, 2017, by and among Advantage Insurance Services LLC (the “Company” or “Employer”),
Advantage International Management (Cayman) Ltd., as guarantor of certain obligations of the Company herein (“Guarantor”),
Advantage Insurance Inc., a Puerto Rico corporation, and Walter C. Keenan (“Executive”).


 


WHEREAS, the Company is a wholly-owned subsidiary
of Advantage Insurance Inc., a Puerto Rico corporation (“Parent”); and


 


WHEREAS, each of the Company and Parent desires
to retain the continuing services of Executive as its President and Chief Executive Officer (the “CEO”)
as of the date of this Agreement (the “Effective Date”), and Executive desires to continue to be employed by the
Employer in such capacity as of the Effective Date.


 


NOW, THEREFORE, IN CONSIDERATION of the premises
and the mutual covenants set forth below, the parties hereby agree as follows:


 


1.          Employment.
Each of the Employer and Parent hereby agrees to employ Executive as the CEO, and Executive hereby accepts such employment, on
the terms and conditions hereinafter set forth.


 


2.          Term.
The period of employment of Executive by the Employer under this Agreement shall commence on the Effective Date and shall continue
for a period of three (3) years (the “Initial Term”). At the conclusion of the Initial Term, and each successive
term thereafter, the Agreement shall be automatically renewed for an additional one (1) year term unless either party gives written
notice of its intention not to renew the Agreement at least six (6) months prior to the automatic renewal date. The Initial Term
and any successive terms shall be referred to collectively as the “Employment Period”. The Employment Period
may be sooner terminated by either party in accordance with Section 6 of this Agreement.


 


3.          Position
and Duties. During the Employment Period, Executive shall serve as President and CEO of Employer and Parent. Executive
shall have those powers and duties normally associated with the position of President and CEO of entities comparable to
Parent and such other powers and duties as may be prescribed by the Board of Directors of Parent (including any committees thereof,
the “Board”); provided that, such other powers and duties are consistent with Executive’s position as
President and CEO and do not violate any applicable laws or regulations. Executive shall perform his duties to the best
of his abilities and shall devote all of his working time, attention and energies to the performance of his duties for the Employer,
except that nothing in this Agreement shall preclude Executive from maintaining his personal affairs or participating in civic
and charitable contributions. If requested by the Board, Executive shall also serve as an officer and/or director of other
subsidiaries or affiliates of the Employer for no additional compensation. While Executive may, periodically be called upon or
requested to perform services for affiliates or subsidiaries of Parent and the Company, the Company at all times remains responsible
for providing all compensation and benefits set forth in this Agreement.


 


4.          Place
of Performance. The Employer’s principal place of business is San Juan, Puerto Rico. Executive will maintain a residence
in Puerto Rico as necessary to perform his duties hereunder.


 




     


     


    

 


5.          Compensation,
Profits Interest and Related Matters.


 


(a)          Salary.
During the Employment Period, the Company shall pay Executive an annual salary of not less than $150,000 (the “Salary”).
Executive’s Salary shall be paid in equal installments in accordance with the Company’s customary payroll practices.
The Board shall review Executive’s Salary for increase (but not decrease) one year after the Effective Date based upon Executive’s
performance of his duties for the Employer. Thereafter, the Board shall periodically review Executive’s Salary, consistent
with the compensation practices and guidelines of the Company. If Executive’s Salary is increased by the Board, such increased
Salary shall then constitute the Salary for all purposes of this Agreement.


 


(b)          Profits
Interest. During the Employment Period, Executive shall hold a non-voting, non-transferable, and revocable profits interest
in the Company (the “Profits Interest”). Executive shall receive a Profits Interest allocation, to the extent
available, of $300,000. In addition, Executive shall be entitled to an excess Profits Interest allocation, to the extent available,
with a target of $450,000. Any Profits Interest earned during a calendar year shall be paid in accordance with the profit sharing
payment provisions of the Company’s applicable compensation plan, if any, as amended from time to time (the “Compensation
Plan”), and shall be subject to such other terms and conditions as are set forth therein.


 


(c)          Profits
Interest Unavailable. In the event that the Company is unable to pay the target amounts set forth for Profits Interest in Section
5(b) of this Agreement, Executive shall immediately be employed by Guarantor and shall be paid a base salary of $450,000 per year
and have a target discretionary bonus amount of $450,000 per year, pursuant to Guarantor’s bonus schedule and practices.
In such event, Executive shall be employed by Guarantor pursuant to the laws of the Cayman Islands, but shall continue to be a
corporate officer of Parent and retain the title assigned to him by Parent and the Board. If necessary for Executive to relocate
outside of Puerto Rico, Guarantor shall pay for all reasonable out-of-pocket expenses related to such relocation.


 


(d)          Stock-Based
Compensation. Executive shall be eligible to receive discretionary equity incentive awards in accordance with Company practice,
if the Company implements any such award plan or compensation arrangements for its officers and/or directors.


 


(e)          Expenses.
During the Employment Period, the Company shall promptly reimburse Executive for all reasonable out-of-pocket expenses incurred
by Executive in the ordinary course of the Employer’s business and properly incurred and reported to the Company in accordance
with its expense reimbursement policies and procedures. Notwithstanding anything herein to the contrary or otherwise, except to
the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section 5(e) does not constitute a “deferral
of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
or comparable Puerto Rico law: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive
during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive
in any other calendar year, (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made
on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii)
the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.


 


(f)          Vacation.
During the Employment Period, Executive shall be entitled to six (6) weeks of paid vacation per year to be used and accrued
in accordance with the Employer’s policies as they may be established from time to time. In addition to vacation, Executive
shall be entitled to the number of sick days, personal days and national holidays per year to which other senior executive officers
of the Employer with similar tenure are entitled under the Employer’s policies.


 




    	 	2	 



     


    

 


(g)          Welfare
and Pension Plans; Tax Preparation. During the Employment Period, Executive shall be entitled to participate in such employee
benefit plans and insurance programs offered by the Employer (including, without limitation, the Company’s statutory pension
plan), or which it may adopt from time to time, for its employees, in accordance with Puerto Rico Laws and regulations from time
to time in force and in accordance with the eligibility requirements for participation therein. Executive is also eligible to receive supplemental health care benefits, if any, that it provides to its senior
executives. In addition, during the
Employment Period, the Company shall promptly reimburse Executive for his reasonable expenses incurred in having an accountant
assist and prepare his annual tax return (such reimbursements to be made in accordance with Section 5(e) above).


 


6.          Termination.
Executive’s employment hereunder may be terminated under the following circumstances:


 


(a)          Death.
Executive’s employment hereunder shall terminate upon his death.


 


(b)          Disability.
If, as a result of Executive’s incapacity due to physical or mental illness for which no reasonable accommodation is available,
Executive shall have been substantially unable to perform his duties hereunder for an entire period of at least 90 consecutive
days or 180 non-consecutive days within any 365-day period, the Employer shall have the right to terminate Executive’s employment
hereunder for “Disability,” and such termination in and of itself shall not be, nor shall it be deemed to be,
a breach of this Agreement.


 


(c)          Cause.
The Employer shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall
not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall
mean Executive’s (i) habitual illegal drug or alcohol abuse which impairs the ability of Executive to perform his duties
hereunder; (ii) conviction by a court of competent jurisdiction, or plea of “no contest” or guilty to a felony
or any crime involving dishonesty; (iii) engaging in fraud, embezzlement or any other willful misconduct with respect to the Company;
(iv) willfully violating the restrictive covenants set forth in Section 9 of this Agreement, which is not cured, if curable,
within ten (10) calendar days after written notice thereof; (v) willfully failing or refusing to perform his duties hereunder
(other than such failure caused by Executive’s Disability or while on vacation) after a written demand for performance is
delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has failed
or refused to perform his duties; or (vi) breach of any material provision of this Agreement or any written and material
Company policies related to conduct which is not cured, if curable, within ten (10) calendar days after written notice thereof.
The Employer shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes
may provide a basis to terminate Executive’s employment for Cause and such action shall not give Executive Good Reason to
terminate his employment.


 


(d)          Good
Reason. Executive may terminate his employment with the Employer for Good Reason within thirty (30) calendar days after the
occurrence, without Employer’s written consent, of one of the following events that has not been cured, if curable, within
thirty (30) calendar days after written notice thereof has been given by Executive to the Employer and such termination in and
of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. “Good Reason” shall be limited
to the following: (i) any material and adverse change to Executive’s authority, responsibilities or duties which is inconsistent
with his duties set forth herein, (ii) a reduction of Executive’s Salary or revocation of Profits Interest, or (iii)
a failure by the Employer to comply with any other material provisions of this Agreement.


 


(e)          Without
Cause. The Employer shall have the right to terminate Executive’s employment hereunder without Cause at any time by providing
Executive with a Notice of Termination (as defined below) and such termination shall not in and of itself be, nor shall it be deemed
to be, a breach of this Agreement.


 




    	 	3	 



     


    

 


(f)          Without
Good Reason. Executive shall have the right to terminate his employment hereunder without Good Reason by providing the Employer
with a Notice of Termination at least one (1) year prior to such termination, and such termination shall not in and of itself be,
nor shall it be deemed to be, a breach of this Agreement. Employer reserves the right, in such circumstances, to reduce or alter
Executive’s duties during the one year notice period, which shall not constitute a termination by Executive for Good Reason
within the meaning of Section 6(d).


 


(g)          Expiration
of the Employment Period. As provided in Section 2 above, Executive’s employment shall, at the end of the Initial Term
and each successive term thereafter, be automatically extended for a period of one (1) year unless either the Executive or the
Employer notifies the other in writing at least six (6) months prior to the expiration of the Employment Period of its or
his intention to discontinue employment upon such expiration. Such termination upon expiration of the Agreement shall not be a
breach of this Agreement.


 


7.          Termination
Procedure.


 


(a)          Notice
of Termination. Any termination of Executive’s employment by the Employer or by Executive (other than termination pursuant
to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 13
of this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.


 


(b)          Date
of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by his
death, the date of his death, (ii) if Executive’s employment is terminated pursuant to Section 6(b), thirty (30) days after
Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time
basis during such thirty (30) day period), (iii) if Executive’s employment is terminated pursuant to Sections 6(e),
6(f), or 6(g) one (1) year after Notice of Termination and (iv) if Executive’s employment is terminated for any other
reason, the date on which a Notice of Termination is given or any later date that is within thirty (30) days after the giving
of such notice as set forth in such Notice of Termination; provided, that, if applicable, the Notice of Termination shall not
be effective until any cure period has expired and such event or events leading to such termination have not yet been cured.


 


8.          Compensation
Upon Termination. In the event Executive’s employment is terminated other than due to the Executive’s death, the
Company shall provide Executive with the payments set forth below and shall not be required to provide any other payments or benefits
to Executive upon such termination. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute
liquidated damages for termination of his employment and that prior to receiving any such payments under this Section 8, other
than the Accrued Obligations (as defined below) and reimbursement of reasonable expenses pursuant to Section 5(e), and as a material
condition thereof, Executive shall, if requested by the Employer, sign and agree to be bound by a general release of claims (a
“Release”) against the Employer and its affiliates related to all matters of any kind or nature between the
parties including, but not limited to, Executive’s employment (and termination of employment) with the Employer in such form
as the Board reasonably determines; provided, that, if Executive should fail to execute such Release within 45 days following the
later of (i) Executive’s Date of Termination or (ii) the date Executive actually receives an execution copy of such Release
(which shall be delivered to Executive within ten (10) business days following his Date of Termination and if not timely delivered,
this release condition will be deemed waived by the Company with respect to payments under this Section 8), the Company shall not
have any obligations to provide the payments contemplated under this Section 8; provided further, that such release shall not limit,
release or waive Executive’s right to indemnification as provided for under Section 11 of this Agreement or otherwise by
law or contract and, unless mutually agreed to by the parties, shall not impose additional restrictive covenants of the type provided
for under Section 9 of this Agreement. Upon Executive’s termination of employment for any reason, upon the request of the
Board, he shall resign any membership or positions that he then holds with the Employer or any of its affiliates.


 




    	 	4	 



     


    

 


(a)          Termination
by the Employer Without Cause or By Executive for Good Reason. If Executive’s employment is terminated by the Employer
Without Cause or by Executive for Good Reason:


 


(i)          the
Company shall pay to Executive: his (A) accrued but unpaid Salary earned through the Date of Termination and any accrued but unused
vacation pay through the Date of Termination payable as soon as practicable following such termination in accordance with the
Company’s regular payroll practices, and (B) earned but unpaid Profits Interest under the terms of the Compensation
Plan for years prior to the year in which the Date of Termination occurs payable in accordance with the terms of such plan (collectively,
the “Accrued Obligations”); and


 


(ii)         commencing
on the Severance Payment Date (as defined below) and provided Executive does not materially breach Section 9 of this Agreement
following his termination in which case all payments under this clause (ii) shall cease, the Company shall pay to Executive an
amount equal to the sum of his annual rate of Salary and most recent 12 months’ cumulative Profits Interest received by
Executive over the twelve (12) months preceding the Date of Termination (the “Severance Payment”)
in substantially equal monthly installments. For purposes of this Agreement, the “Severance Payment Date” shall
mean the 60th day following the Date of Termination. Notwithstanding the foregoing, if the Board (or its delegate) determines
in its discretion that the Severance Payments due under this Section 8(a)(ii) are “nonqualified deferred compensation”
subject to Section 409A of the Code and that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i)
of the Code and the regulations and other guidance issued thereunder, then such Severance Payment shall commence on the first
payroll date following the six month anniversary of the Date of Termination (the “Specified Employee Severance Payment
Date”) (with the first such payment being a lump sum equal to the aggregate Severance Payment Executive would have received
during the prior six-month period if no such delay had been imposed). In no event will the last installment payment be made later
than December 31 of the year following the year in which such Severance Payments are no longer subject to a substantial risk of
forfeiture (within the meaning of Section 457A of the Code). For purposes of this Agreement, whether Executive is a “specified
employee” will be determined in accordance with the written procedures adopted by the Board which are incorporated by reference
herein; and


 


(iii)        should
Executive elect continuation of his health insurance benefits for himself and for his spouse and his dependents pursuant to any
applicable continuation of benefits obligations of the Company, then the Company shall continue to directly pay
the employer portion of the premium costs for the coverage associated with such election (consistent with the portion of health
insurance premium cost that the Company was paying prior to Executive’s termination of employment) for a period of one year
following the Date of Termination (the “Continued Benefits”);


 




    	 	5	 



     


    

 


(iv)        the
Company shall promptly reimburse Executive pursuant to Section 5(e) for reasonable expenses incurred, but not paid prior to such
termination of employment; and


 


(v)         Executive
shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and
provisions of any agreements, plans or programs of the Employer, consistent with applicable law.


 


(b)          Termination
by the Employer for Cause or By Executive Without Good Reason. If Executive’s employment is terminated by the Employer
for Cause or by Executive (other than for Good Reason):


 


(i)          the
Company shall pay Executive, in accordance with the relevant payment provisions set forth in Section 8(a)(i), the Accrued Obligations;


 


(ii)         the
Company shall promptly reimburse Executive pursuant to Section 5(e) for reasonable expenses incurred, but not paid prior to such
termination of employment; and


 


(iii)        Executive
shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and
provisions of any agreements, plans or programs of the Employer, consistent with applicable law.


 


(c)          Disability.
During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness,
Executive shall continue to receive his full compensation and benefits under this Agreement until his employment is terminated
pursuant to Section 6(b), the cash portion of which shall be off-set, on a dollar for dollar basis, by any insurance or social
security payments made to Executive relating to such disability. In the event Executive’s employment is terminated for Disability
pursuant to Section 6(b):


 


(i)          the
Company shall pay to Executive as soon as practicable following such termination, the Accrued Obligations, in accordance with the
relevant payment provisions set forth in Section 8(a)(i); and


 


(ii)         commencing
on the Severance Payment Date, the Company shall continue to pay Executive, in monthly installments, his annual rate of Salary
and Profits Interest for the lesser of (A) one year following the Date of Termination or (B) until such time as any Employer long-term
disability benefit plan becomes available to Executive. Notwithstanding the foregoing, if the Board (or its delegate) determines
in its discretion that payments due under this Section 8(c)(ii) are “nonqualified deferred compensation” subject to
Section 409A of the Code and that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the
Code and the regulations and other guidance issued thereunder, then such payments shall commence on the Specified Employee Severance
Payment Date (with the first such payment being a lump sum equal to the aggregate severance payments Executive would have received
during the prior six-month period if no such delay had been imposed). In no event will the last installment payment be made later
than December 31 of the year following the year in which such severance amounts are no longer subject to a substantial risk of
forfeiture (within the meaning of Section 457A of the Code); and


 




    	 	6	 



     


    

 


(iii)        the
Company shall provide Executive, his spouse and his dependents with the Continued Benefits for the lesser of (A) one year following
the Date of Termination or (B) until such time as any Employer long-term disability benefit plan becomes available to Executive;
and


 


(iv)        the
Company shall promptly reimburse Executive pursuant to Section 5(e) for reasonable expenses incurred, but not paid prior to such
termination of employment; and


 


(v)         Executive
shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and
provisions of any agreements, plans or programs of the Employer, consistent with applicable law.


 


(d)          Death.
If Executive’s employment is terminated by his death:


 


(i)          the
Company shall pay to Executive’s beneficiary, legal representatives or estate, as the case may be, the Accrued Obligations,
in accordance with the relevant payment provisions set forth in Section 8(a)(i); and


 


(ii)         the
Company shall promptly reimburse Executive’s beneficiary, legal representatives, or estate, as the case may be, pursuant
to Section 5(e) for reasonable expenses incurred, but not paid prior to such termination of employment; and


 


(iii)        should
they elect continuation of their health insurance benefits pursuant to COBRA, then the Company will continue to pay the employer
portion of the premium costs for the coverage associated with such election (consistent with the portion of health insurance premium
cost that the Company was paying prior to Executive’s death) to enable Executive’s spouse and dependents to continue
receiving health insurance benefits that they were receiving as of the Date of Termination for one (1) year following Executive’s
death; and


 


(iv)        Executive’s
beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other rights, compensation and benefits
as may be due to any such persons or estate in accordance with the terms and provisions of any agreements, plans or programs of
the Employer, consistent with applicable law.


 




    	 	7	 



     


    

 


9.          Restrictive
Covenants.


 


(a)          Acknowledgments.
Executive acknowledges that: (i) as a result of Executive’s employment by the Employer, Executive has obtained and will
obtain Confidential Information (as defined below); (ii) the Confidential Information has been developed and created by the Company
at substantial expense and the Confidential Information constitutes valuable proprietary assets; (iii) the Company will suffer
substantial damage and irreparable harm which will be difficult to compute if, during the Employment Period and thereafter, Executive
should enter a Competitive Business (as defined below) in violation of the provisions of this Agreement; (iv) the nature of the
Company’s business is such that it could be conducted anywhere in the world and that it is not limited to a geographic scope
or region; (v) the Company will suffer substantial damage which will be difficult to compute if, during the Employment Period
or thereafter, Executive should solicit or interfere with the Company’s employees, clients or customers or should divulge
Confidential Information relating to the business of the Company; (vi) the provisions of this Agreement are reasonable and necessary
for the protection of the business of the Company; (vii) the Employer would not have hired or continued to employ Executive unless
he agreed to be bound by the terms hereof; and (viii) the provisions of this Agreement will not preclude Executive from other
gainful employment. “Competitive Business” as used in this Agreement shall mean any business which competes,
directly or indirectly, with any aspect of the Company’s business in the insurance underwriting and services industry. “Confidential
Information” as used in this Agreement shall mean any and all confidential and/or proprietary knowledge, data, or non-public
information of the Company including, without limitation, any: (A) trade secrets, drawings, inventions, methodologies, mask
works, ideas, processes, formulas, source and object codes, data, programs, software source documents, works of authorship, know-how,
improvements, discoveries, developments, designs and techniques, and all other work product of the Company, whether or not patentable
or registrable under trademark, copyright, patent or similar laws; (B) information regarding plans for research, development,
new service offerings and/or products, marketing, advertising and selling, distribution, business plans, business forecasts, budgets
and unpublished financial statements, licenses, prices and costs, suppliers, customers or distribution arrangements; (C) any information
regarding the skills and compensation of employees, suppliers, agents, and/or independent contractors of the Company; (D) concepts
and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products
or services of the Company; (E) information about the Company’s investment program, trading methodology, or portfolio holdings;
or (F) any other information, data or the like that is labeled confidential or orally disclosed to Executive as confidential.


 


(b)          Confidentiality.
In consideration of the benefits provided for in this Agreement, Executive agrees not to, at any time, either during the Employment
Period or thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, firm, corporation
or any other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except
(i) as may have been disclosed by the Executive in the good faith performance of his duties hereunder, (ii) with the Employer’s
express written consent, (iii) to the extent that any such information is in or becomes in the public domain other than as a result
of Executive’s breach of any of his obligations hereunder, or (iv) where required to be disclosed by court order, subpoena
or other government process and in such event, Executive shall cooperate with the Employer in attempting to keep such information
confidential. Upon the request of the Employer, Executive agrees to promptly deliver to the Employer the originals and all copies,
in whatever medium, of all such Confidential Information.


 


(c)          Non-Compete.
In consideration of the benefits provided for in this Agreement, Executive covenants and agrees that during the Employment Period
and for a period of six (6) months following the termination of his employment for whatever reason, or following the date of cessation
of the last violation of this Agreement, or from the date of entry by a court of competent jurisdiction or arbitral forum of a
final, unappealable order or judgment enforcing this covenant, whichever of the foregoing is last to occur, he will not, for himself,
or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether
as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee or consultant),
directly or indirectly, be employed by, provide services to, in any way be connected, associated or have any interest in, or give
advice or consultation to any Competitive Business.


 


(d)          Non-Solicitation
of Employees. In consideration of the benefits provided for in this Agreement, Executive covenants and agrees that during the
Employment Period and for a period of one (1) year thereafter, Executive shall not, without the prior written permission of the
Employer, (i) directly or indirectly solicit, or have or cause any other person or entity to solicit, any person who is employed or is providing services to the Company at the time of his termination of employment or was
or is providing such services within the twelve (12) month period before or after his termination of employment or (ii) request
or cause any employee of the Company to breach or threaten to breach any terms of said employee’s agreements with the Company
or to terminate his employment with the Company.


 




    	 	8	 



     


    

 


(e)          Non-Solicitation
of Clients and Customers. In consideration of the benefits provided for in this Agreement, Executive covenants and agrees
that during the Employment Period and for a period of one (1) year thereafter, he will not, for himself, or in conjunction with
any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder,
partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant), directly
or indirectly: (i) solicit any business that is directly related to the business of the Company from any person or entity
who, at the time of, or at the time during the twenty-four (24) month period preceding, termination was an existing or prospective
customer or client of the Company; (ii) request or cause any of the Company’s clients or customers to cancel or terminate
any business relationship with the Company involving services or activities which were directly or indirectly the responsibility
of Executive during his employment or (iii) pursue any Company project about which Executive knew confidential information
upon termination of his employment that the Company is actively pursuing (or was actively pursuing within six months of termination)
while the Company is (or is contemplating) actively pursuing such project.


 


(f)          Post-Employment
Property. The parties agree that any work of authorship, invention, design, discovery, development, technique, improvement,
source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether patentable or
subject to copyright, or not, and hereinafter collectively called “discovery”) related to the business of the Company
that Executive, either solely or in collaboration with others, has made or may make, discover, invent, develop, perfect, or reduce
to practice during the Employment Period and within the scope of Executive’s duties hereunder, whether or not during
regular business hours and created, conceived or prepared on the Company’s premises or otherwise shall be the sole and complete
property of the Company. More particularly, and without limiting the foregoing, Executive agrees that all of the foregoing and
any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks,
names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is
ever sought), (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered), and (iv)
trade secrets, ideas, and concepts ((i) - (iv) collectively, “Intellectual Property Products”) created, conceived,
or prepared on the Company’s premises or otherwise, whether or not during normal business hours, shall perpetually and throughout
the world be the exclusive property of the Company, as shall all tangible media (including, but not limited to, papers, computer
media of all types, and models) in which such Intellectual Property Products shall be recorded or otherwise fixed. Executive further
agrees promptly to disclose in writing and deliver to the Employer all Intellectual Property Products created during his engagement
by the Employer, whether or not during normal business hours. Executive agrees that all works of authorship created by Executive
during his engagement by the Employer shall be works made for hire of which the Company is the author and owner of copyright.
To the extent that any competent decision-making authority should ever determine that any work of authorship created by Executive
during his engagement by the Employer is not a work made for hire, Executive hereby assigns all right, title and interest in the
copyright therein, in perpetuity and throughout the world, to the applicable Company entity. To the extent that this Agreement
does not otherwise serve to grant or otherwise vest in the Company all rights in any Intellectual Property Product created by
Executive during his engagement by the Employer, Executive hereby assigns all right, title and interest therein, in perpetuity
and throughout the world, to the Employer. Executive agrees to execute, immediately upon the Employer’s reasonable request
and without charge, any further assignments, applications, conveyances or other instruments, at any time after execution of this
Agreement, whether or not Executive is engaged by the Employer at the time such request is made, in order to permit the Company
and/or its respective assigns to protect, perfect, register, record, maintain, or enhance their rights in any Intellectual Property
Product; provided, that, the Employer shall bear the cost of any such assignments, applications or consequences. Upon termination
of Executive’s employment with the Employer for any reason whatsoever, and at any earlier time the Employer so requests,
Executive will immediately deliver to the custody of the person designated by the Employer all originals and copies of any documents
and other property of the Employer in Executive’s possession, under Executive’s control or to which he may have access.


 




    	 	9	 



     


    

 


(g)          Protected
Rights. Nothing contained in this Agreement is intended to limit Executive’s right to communicate with any Federal, State
or local government agencies or otherwise cooperate in any investigation or proceeding that may be conducted by any government
agency, without notice to the Company. In addition, the parties to this Agreement have the right to disclose, in confidence, trade
secrets to Federal, State and local government officials, or to an attorney, for the sole purpose of reporting or investigating
a suspected violation of law, pursuant to 18 U.S.C. §1833(b), which provides: “An individual shall not be held criminally
or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that – (A) is made –
(i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney; and (ii)
solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document
filed in a law suit or other proceeding, if such filing is made under seal”. Nothing in this Agreement is intended to conflict
with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. §1833(b).


 


(h)          Non-Disparagement.
Executive acknowledges and agrees that he will not defame or publicly criticize the services, business, integrity, veracity or
personal or professional reputation of the Company and its respective officers, directors, partners, or executives thereof in either a professional or personal manner at any time during or following the Employment Period. Likewise, the Company
and Parent, through its senior management, shall not defame or publicly criticize Executive in either a professional or personal
matter at any time during or following the Employment Period.


 


(i)          Enforcement.
If Executive commits a breach, or threatens to commit a breach, of any of the provisions of this Section 9, the Employer
shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged
and agreed by Executive that the services being rendered hereunder to the Employer are of a special, unique and extraordinary
character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages may
not provide an adequate remedy to the Company. Such right and remedy shall be in addition to, and not in lieu of, any other
rights and remedies available to the Employer at law or in equity. Accordingly, Executive consents to the issuance of an injunction,
whether preliminary or permanent, consistent with the terms of this Agreement. In addition, the Employer shall have the right
to cease making any payments or provide any benefits to Executive under this Agreement in the event he breaches any of the provisions
hereof (and such action shall not be considered a breach under the Agreement); provided, in the event a court of competent
jurisdiction or an arbitral forum determines that Executive did not breach his obligation under this Agreement the Company shall
pay Executive any amounts withheld pursuant to Section 9(i) plus any interest thereon.


 


(j)          Blue
Pencil. If, at any time, the provisions of this Section 9 shall be determined to be invalid or unenforceable under any
applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered
divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body having jurisdiction over the matter and Executive and the Employer
agree that this Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been
included herein.


 


(k)          EXECUTIVE
ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SECTION 9 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS
AS HE CONSIDERED NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND
AGREEMENT BY SIGNING BELOW.


 




    	 	10	 



     


    

 


10.         Resolution
of Differences Over Breaches of Agreement. The parties shall use good faith efforts to resolve any controversy or claim arising
out of, or relating to the employment relationship in general, this Agreement or the breach thereof, first in accordance with the
Employer’s internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating
to Section 9 of this Agreement. If despite their good faith efforts, the parties are unable to resolve such controversy or
claim through the Employer’s internal review procedures, then such controversy or claim shall be resolved by binding arbitration
for resolution in San Juan, Puerto Rico in accordance with the rules and procedures of the Employment Dispute Resolution Rules
of the American Arbitration Association (or other mutually agreeable alternative dispute resolution service) then in effect. The
decision of the arbitrator shall be final and binding on both parties, and any court of competent jurisdiction may enter judgment
upon the award. Each party shall pay its own expenses, including legal fees, in such dispute and shall split the cost of the arbitrator
and the arbitration proceedings.


 


11.         Indemnification.
The Employer agrees that if Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that Executive is or was a director or officer of the Employer
or any other entity within the Company or is or was serving at the request of the Employer or any other member of the Company as
a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise
(each such event, an “Action”), Executive shall be indemnified and held harmless by the Employer to the fullest
extent permitted by applicable law and authorized by the Company or the Company’s by-laws and/or charter, as the same exists
or may hereafter be amended, against all expenses incurred or suffered by Executive in connection therewith, except for willful
misconduct or any acts (or omissions) of gross negligence by Executive. The provisions of this Section 11 shall not apply to proceedings
or Actions brought on behalf of or otherwise instituted by the Company against Executive.


 


12.         Successors;
Binding Agreement. The rights and benefits of Executive hereunder shall not be assignable, whether by voluntary or involuntary
assignment or transfer by Executive. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns
of the Employer, and the heirs, executors and administrators of Executive, and shall be assignable by the Employer to any entity
acquiring substantially all of the assets of the Company, whether by merger, consolidation, sale of assets or similar transactions.


 


13.         Notice.
For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered either personally or by overnight, certified or registered mail, return
receipt requested, postage prepaid, addressed, in the case of Executive, to the last address on file with the Employer and if to
the Employer, to its executive offices or to such other address as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.


 


14.         Governing
Law. This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the Commonwealth of
Puerto Rico without regard to principles of conflicts of laws. If, under such law, any portion of this Agreement is at any time
deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified
or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion
shall not affect the force, effect and validity of the remaining portion hereof.


 


15.         Amendment.
No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification has been approved by
the Board and is agreed to in a writing signed by Executive and an authorized member of the Board (excluding Executive), and such
waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach
by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.


 




    	 	11	 



     


    

 


16.         Survival.
The respective obligations of, and benefits afforded to, Executive and the Employer as provided in Section 9 and Section 11 of
this Agreement shall survive the termination of this Agreement.


 


17.         No
Conflict of Interest. During the Employment Period, Executive shall not, directly or indirectly, render service, or undertake
any employment or consulting agreement with another entity without the express written consent of the Board.


 


18.         Counterparts.
This Agreement may be executed in two or more-counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


19.         Entire
Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter. Any prior agreement
of the parties hereto in respect of the subject matter contained herein, including, without limitation, the prior agreement, is
hereby terminated and canceled as of the date hereof.


 


20.         Section
Headings. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement
and shall not affect its interpretation.


 


21.         Payment
Currency. All payments due under this Agreement will be paid in U.S. Dollars.


 


22.         Withholding.
All payments hereunder shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable
law or regulation.


 


23.         Representation.
Executive represents and warrants to the Employer, and Executive acknowledges that the Employer has relied on such representations
and warranties in employing Executive, that neither Executive’s duties as an employee of the Employer nor his performance
of this Agreement will breach any other agreement to which Executive is a party, including without limitation, any agreement limiting
the use or disclosure of any information acquired by Executive prior to his employment by the Employer. In the course of performing
Executive’s work for the Employer, Executive will not disclose or make use of any information, documents or materials that
Executive is under any obligation to any other party to maintain in confidence. In addition, Executive represents and warrants
and acknowledges that the Employer has relied on such representations and warranties in employing Executive, and that he has not
entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that Executive
is in breach of or has breached any of the representations set forth herein, the Employer shall have the right to terminate Executive’s
employment for Cause.


 




    	 	12	 



     


    

 


24.         Section
409A of the Code and Comparable Statutes.


 


(a)          It
is the intent of the parties to this Agreement that no payments under this Agreement be subject to the additional tax on deferred
compensation imposed by Section 409A of the Code, or comparable statutes of Puerto Rico tax law. To the extent that the parties
determine that Executive would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant
to Section 409A of the Code as a result of any provision of this Agreement, then the applicable provisions of Code Section 409A
shall supersede such provision herein and such provision shall be deemed amended in the manner that, in the parties’ judgment,
fulfills the intent of the parties and avoids application of such additional tax, and the parties hereby agree to promptly execute
any amendment reasonably necessary to implement this Section 24. Notwithstanding the foregoing, the Employer does not guarantee
that any payment hereunder complies with or is exempt from Section 409A of the Code, and neither the Employer, nor its executives,
directors, officers, or affiliates shall have any liability with respect to any failure of any payments or benefits herein to comply
with or be exempt from Section 409A of the Code.


 


(b)          Except
as otherwise specifically provided, amounts payable under this Agreement, other than those expressly payable on a deferred or installment
basis, will be paid as promptly as practicable after earned or vested and, in any event, within two and one-half (21⁄2) months
after the end of the first calendar year in which such amounts are no longer subject to a substantial risk of forfeiture, as such
term is defined in Section 409A of the Code.


 


(c)          Each
payment made under this Agreement will be treated as a separate payment for purposes of Section 409A of the Code and the right
to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.


 


(d)          To
the extent required by Section 409A of the Code, “termination of employment” (or any similar terms) shall mean
“separation from service” (as defined in Treasury Regulations Section 1.409A-1(h) and the default presumptions thereof),
and, only to such extent as may be required by Section 409A of the Code for the timing of any payments or the timing of any
Release, “Date of Termination” shall mean the date of such a “separation from service.”


 


(e)          With
regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange
for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year
shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii)
such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the
expense was incurred.


 


(f)          In
no event will Executive be permitted to elect the year of payment with respect to any compensation payable hereunder.


 


25.         Directorships
and Outside Interests. Executive is expressly permitted to serve as a director of unaffiliated corporate entities, including
for-profit and charitable organizations, and to provide paid and/or volunteer services related to his directorship(s), provided
the time and effort required of Executive to perform the duties of the external directorship(s) do not materially impair the ability
of Executive to perform the duties set forth in Section 3 of this Agreement.


 


 26.         Review
by Counsel. Executive represents and warrants that this Agreement is the result of full and otherwise fair faith bargaining
over its terms following a full and otherwise fair opportunity to have legal counsel for Executive review this Agreement and to
verify that the terms and provisions of this Agreement are reasonable and enforceable. Executive acknowledges that he sought legal
advice to the extent he deemed necessary and has read and understands the foregoing provisions and that such provisions are reasonable
and enforceable. This Agreement has been jointly drafted by both parties.


 


[Remainder of page intentionally
blank. Signature page follows.]


 




    	 	13	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the date first above written.


 


	 	ADVANTAGE INSURANCE SERVICES LLC


 


	 	By:	Advantage Insurance Inc., its sole member


 


	 	By:	/s/ David A. Whitefield	 	Date:  November 16, 2017
	 	 	Name:   David A. Whitefield	 	 
	 	 	Title:   Director	 	 


 


	 	ADVANTAGE INTERNATIONAL MANAGEMENT (CAYMAN) LTD., as Guarantor


 


	 	By:	Advantage Insurance Inc., its sole member


 


	 	By:	/s/ David A. Whitefield	 	Date:  November 16, 2017
	 	 	Name: David A. Whitefield	 	 
	 	 	Title: Director	 	 


 


	 	ADVANTAGE INSURANCE INC., as Parent


 


	 	By:	/s/ David A. Whitefield	 	Date:  November 16, 2017
	 	 	Name: David A. Whitefield	 	 
	 	 	Title: Director	 	 


 


	 	WALTER C. KEENAN


 


	 	By:	/s/ Walter C. Keenan	 	Date:  November 16, 2017
	 	 	Mr. Walter C. Keenan	 	 


 


Signature Page to Employment Agreement


(Walter C. Keenan)