PROASSURANCE CORP (Form: 10-K, Received: 02/21/2018 17:41:03)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

1 TERM LOAN AGREEMENT This Term Loan Agreement (“Agreement”) is entered into as December 11, 2017, by and between PROASSURANCE INDEMNITY COMPANY, INC., an Alabama stock insurance company (“Borrower”), whose address is c/o ProAssurance Corporation, 100 Brookwood Place, Birmingham, AL 35209, Attention: General Counsel, and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (“Lender”), whose address, for purposes of this Agreement, is 211 Franklin Rd, Suite 300, Brentwood, TN 37027. PRELIMINARY STATEMENTS Lender has agreed to loan to Borrower amounts not to exceed $17,850,000 (the “Loan”) in connection with the recapitalization of an office building with 163,613 square feet of rentable space in Birmingham, Alabama. In connection with the funding and administration of the Loan, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following terms as used in this Agreement or in the other Loan Documents shall have the following meanings: 1.1. Business Day. Any day that is not a Saturday, Sunday or banking holiday in the State. 1.2. Consolidated Debt to Capitalization Ratio. On a consolidated basis for the Borrower and any of its Subsidiaries, the ratio of (a) Consolidated Funded Debt to (b) the sum of Consolidated Net Worth and Consolidated Funded Debt. 1.3. Consolidated Funded Debt. As for the applicable Person, the sum of the following, without duplication, (a) all indebtedness of such Person for borrowed money, specifically including the Obligations, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person, whether evidenced by notes, bonds, debentures, standby and/or commercial letters of credit, or other similar instruments, and (d) all contingent obligations of such Person, which shall include, without limitation, any agreement, undertaking or arrangement whereby such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liability upon, the obligation or liability of any other Person, or agrees to maintain a net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, but excluding any reserve for losses and loss adjustment expenses.

2 1.4. Consolidated Net Worth. The surplus as regards policyholders as reflected in the most recent annual or quarterly statement filed by Borrower with the insurance regulatory authorities. 1.5. Costs. All fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender in making, funding, administering or modifying the Loan, in negotiating or entering into any “workout” of the Loan, or in exercising or enforcing any rights, powers and remedies provided in the Security Documents or any of the other Loan Documents, including reasonable attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Project. 1.6. Default. The occurrence of any of the events described in Article 9 of this Agreement, including expiration of any applicable notice and cure period set forth therein. 1.7. Default Rate. A rate equal to the lesser of (a) the interest rate payable under the Note at the time a Default occurs, plus two percent (2%) per annum, and (b) the highest rate of interest allowed by Law. 1.8. Environmental Claim. Shall have the meaning set forth in the Indemnity Agreement. 1.9. Environmental Due Diligence. Environmental due diligence for the Project acceptable to Lender, which may include, at Lender’s discretion, a phase I environmental site assessment. 1.10. Environmental Law. Shall have the meaning set forth in the Indemnity Agreement. 1.11. Equity. All amounts that would, in conformity with GAAP, be included on the balance sheet under stockholders’ equity. 1.12. ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder. 1.13. GAAP. Generally accepted accounting principles in the United States of America as in effect from time to time. 1.14. Governmental Authority. Any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity. 1.15. Improvements. The existing improvements on the Land consisting of a 163,613 square foot office building, together with any future improvements made to the Project. 1.16. Indemnity Agreement. The Environmental Indemnity Agreement of even date herewith, signed by Borrower in favor of Lender.

3 1.17. Interest Rate Swap. Any agreement, whether or not in writing, relating to any rate swap, forward rate transaction, commodity swap, equity index swap or option, interest rate option, cap or collar transaction, or any other similar transaction, including, unless the context otherwise clearly requires, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any other master agreement, entered into by Borrower (or its affiliate), in connection with the Loan, together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time. 1.18. Land. The real property described in Exhibit A attached hereto. 1.19. Laws. All federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction over the Project, as may be in effect from time to time. 1.20. Leases. All leases and other similar agreements, whether now existing or hereafter entered into, for space at the Premises, including all lease guaranties related thereto, as the same may be amended or modified from time to time. 1.21. Lien. Any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). Notwithstanding the generality of the foregoing, the definition of “Lien” shall not include statutory deposits made with insurance regulators in the states in which PICA is authorized to do business. 1.22. Loan. The real estate loan in the amount of up to $17,850,000, as evidenced by the Note, provided the amount advanced shall not exceed 85% of the appraised value of the Property, as determined by Lender based upon an appraisal provided by Borrower. The terms of the Loan are provided for herein and in the Note and the other Loan Documents. 1.23. Loan Documents. The Note, the Security Documents, the Indemnity Agreement, any Interest Rate Swap entered into in connection with the Loan, this Agreement and any other documents or instruments evidencing or securing the Loan. 1.24. Loan Proceeds. Funds disbursed or to be disbursed under the Note pursuant to this Agreement. 1.25. Mortgage. The Future Advance Mortgage of even date herewith, from Borrower to Lender encumbering the Premises and securing repayment of the Obligations. 1.26. Note. The Promissory Note of even date herewith, from Borrower to Lender in the principal amount of $17,850,000. 1.27. Obligations. All present and future debts, obligations and liabilities of Borrower to Lender arising pursuant to, or on account of, the provisions of this Agreement, the Note or any

4 of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note; (b) to pay all expenses, indemnification payments, fees and other amounts due at any time under the Security Documents or any of the other Loan Documents, together with interest as provided in the Loan Documents; (c) to pay and perform all obligations of Borrower (or its affiliate) under any Interest Rate Swap; and (d) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower is required to perform, observe or comply with pursuant to the terms of the Loan Documents. 1.28. Person. An individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity. 1.29. Premises or Property. The Land, and all of the estate, right, title and interest of Borrower at law or in equity in and to the Land, and all of the buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land and all fixtures, machinery, appliances, equipment, furniture and personal property of every kind whatsoever now or hereafter owned by Borrower and located in or on, or attached to, and used or intended to be used in connection with the Land. 1.30. Project. The operation of the Improvements on the Land, as contemplated by this Agreement. 1.31. Security Documents. The Mortgage, any UCC financing statements registered in connection with the Loan, and any and all other Loan Documents which secure the Obligations. 1.32. State. The State of Tennessee. 1.33. Subsidiary. Any corporation, partnership, or other entity of which more than fifty percent (50%) of the issued and outstanding voting securities is owned or controlled, directly or indirectly, by Borrower. 1.34. Title Insurance Agent. Fidelity National Title Group Contact Information: Fidelity National Title Group 6840 Carothers Parkway, Suite 200 Franklin, TN 37067 Attn: Beth Thomas Telephone: (615) 224-7512 Fax: (615) 807-3874 Email: Elizabeth.Thomas@fnf.com 1.35. Title Insurance Commitment. An American Land Title Association (“ALTA”) mortgagee’s title insurance commitment to be issued by the Title Insurance Company in such form as is acceptable to Lender. 1.36. Title Insurance Company. Fidelity National Title Insurance Agency.

5 1.37. Title Insurance Policy. An ALTA mortgagee’s title insurance policy to be issued by the Title Insurance Company in the amount of the Note showing fee simple title to the Premises to be vested in Borrower and insuring the Mortgage as a first Lien on the Premises, subject only to exceptions permitted by Lender, and otherwise in form and substance acceptable to Lender. ARTICLE 2. WARRANTIES AND REPRESENTATIONS In consideration for Lender committing to fund the Loan, Borrower hereby represents and warrants to Lender, as follows: 2.1. Purpose of Loan. The Loan shall be used to recapitalize the Property and for no other purpose. The Loan is for commercial purposes. 2.2. Pending Suits. To Borrower’s knowledge, there are no suits, judgments, bankruptcies or executions pending or threatened against Borrower or the Premises, other than claims made against Borrower under its insurance policies. 2.3. Financial Statements. The Financial Statements delivered by Borrower to Lender are true and correct in all material respects, fairly present the respective financial condition of Borrower as of the date or dates thereof, no material adverse change has occurred in the financial condition reflected therein since the date or dates thereof, and no additional borrowings have been made by Borrower other than the borrowing contemplated hereby. 2.4. No Mechanic’s or Materialmen’s Liens. Borrower has, as of the date hereof, permitted no work at the Premises or the delivery of any materials to the Premises which could give rise to a Lien on the Premises or the Improvements. 2.5. No Violation of Other Agreements. The consummation of the transactions contemplated by this Agreement and the performance of this Agreement and the other Loan Documents will not result in any breach of, or constitute a Default under, the Borrower’s organizational documents or any other instrument or agreement to which Borrower is a party or by which it may be bound or affected. 2.6. Zoning/Land Use. The Land is zoned to permit the ownership and operation of the Improvements for the intended purpose, and Borrower has all zoning approvals necessary for the ownership and operation of the Project. 2.7. Access. The Land has access to publicly dedicated rights of way, as necessary, for the construction and intended use and operation of the Project. 2.8. Leases. Borrower has provided Lender with a current rent roll and a copy of all existing Leases. All existing Leases are in full force and effect and, to Borrower’s knowledge, no default exists under the Leases as at the date hereof. 2.9. Subsidiaries. Borrower has no Subsidiaries.

6 ARTICLE 3. THE LOAN 3.1. Use and Purposes. Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower the Loan Proceeds, such Loan Proceeds to be used for the purposes and subject to all of the terms, provisions and conditions of this Agreement. 3.2. Advances Secured by Security Documents. All disbursements, advances or payments made by Lender hereunder, from time to time, and any amounts expended by Lender under this Agreement or the other Loan Documents, and all other loan expenses, including reasonable attorneys fees, as and when advanced or incurred, will be deemed to be a part of the Obligations and as such will be secured by the Security Documents to the same extent and effect as if the terms and provisions of this Agreement were set forth therein. ARTICLE 4. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS Unless otherwise agreed by Lender in writing, Lender will not be obligated to close the Loan and disburse any Loan Proceeds unless and until the following conditions have been satisfied (all in a manner acceptable to Lender): 4.1. Loan Documents. Borrower shall have furnished or delivered to Lender, in form and substance acceptable to Lender, the Loan Documents executed by Borrower. 4.2. Closing Costs. Borrower shall have paid all reasonable Costs incurred by Lender in connection with the Loan, including the reasonable fees of counsel for the Lender. 4.3. Financial Statements. Borrower shall have delivered to Lender current financial statements for Borrower certified to be true, correct and complete. Said financial statements must be current within the last twelve (12) months. 4.4. Title Policy. Borrower shall have procured a commitment for the issuance of the Title Insurance Policy, in a form acceptable to Lender. 4.5. Survey. Borrower shall have provided Lender with a current ALTA as-built survey of the Land, prepared by a licensed surveyor satisfactory to the Lender, which survey shall be certified to Lender and the Title Insurance Company, and shall be in form and substance acceptable to Lender. 4.6. Insurance. Borrower shall have furnished to Lender evidence, either in the form of duplicate policies, binders or certificates, acceptable to Lender (identifying each insurance policy, name of insurer, amount of coverage, deductible provisions and expiration date) that Borrower has purchased, and has in full force and effect, policies of insurance, as required by Lender and the Security Documents.

7 4.7. Evidence of Compliance. Borrower shall have furnished to Lender evidence satisfactory to Lender that the Improvements are in compliance with all Laws and all rules and regulations promulgated thereunder, and any restrictions of record affecting the Premises, including those dealing with condominiums, horizontal property regimes, building, zoning, environmental impact, setbacks, Americans With Disabilities Act, wetlands, and safety and pollution control. 4.8. Appraisal. Lender shall have obtained a narrative appraisal of the Premises and Improvements, on a completed basis, which is satisfactory to Lender in amount, form and substance. Borrower shall pay for the cost of the appraisal. 4.9. Organizational Documents. Lender shall be provided with a copy of Borrower’s organizational documents and evidence of authority to sign this Agreement and the other Loan Documents. 4.10. Environmental Due Diligence. Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence. 4.11. Opinion of Counsel. Borrower shall provide Lender with an opinion from counsel to Borrower, in such form and content as reasonably required by Lender. 4.12. Leases. Lender shall have received all Leases and amendments relating thereto, and, with respect to any single Lease or tenant, having greater than 5,000 square feet of leased space, (i) an tenant estoppel certificate, and (ii) subordination, estoppel and attornment agreement, each in a form acceptable to Lender. 4.13. Commitment Fee. Payment of the commitment fee to Lender in the amount of $17,850. 4.14. Lender’s Site Visit. Lender shall have access to the Property to complete its site visit and inspection of the Property. ARTICLE 5. COLLATERAL FOR THE LOAN The Obligations shall be secured by a first priority Lien on the Premises and all materials and other personal property related to the operation of the Project, as evidenced by the Security Documents.

8 ARTICLE 6. LOAN The loan shall be fully funded upon the Closing of the Loan. ARTICLE 7. COVENANTS AND AGREEMENTS Borrower covenants and agrees with Lender as follows: 7.1. Costs. Borrower will pay all reasonable Costs required to satisfy the conditions of this Agreement, including, but not limited to, all taxes and recording expenses, Lender’s attorneys fees, surveys, appraisals, title insurance, title updates, real estate taxes, and insurance policies. 7.2. Inspections. Borrower will permit Lender and its representatives to enter upon the Premises at all reasonable times to inspect the Improvements and to examine all records which relate to the ownership and operation of the Improvements and will cooperate, and cause Borrower’s manager, if applicable, to cooperate with Lender in such inspections. 7.3. Brokers. Borrower will indemnify and hold harmless Lender from and against all claims of brokers and agents arising by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby. 7.4. (Intentionally Omitted) 7.5. Compliance with Laws. The Improvements shall be owned and operated in accordance with all applicable Laws, including, without limitation, all zoning, land use, code, setback and other applicable regulations and restrictions. 7.6. Books and Records; Financial Statements; Tax Returns. Borrower will keep and maintain full and accurate books and records administered in accordance with sound accounting principles, consistently applied, showing in detail the earnings and expenses of the Property and Borrower shall permit Lender and Lender’s representatives, to examine such books and records (regardless of where maintained) and all supporting data and to make copies therefrom at all reasonable times and as often as may be requested by Lender. In addition, Borrower will furnish or cause to be furnished to Lender: (a) As soon as available and in any event within one hundred twenty (120) days of each year end, annual financial statements, audited by an independent certified public accounting firm reasonably acceptable to Lender, together with operating statements for the Project, to include an updated rent roll, all prepared in accordance with statutory accounting principles and certified by the Chief Financial Officer of ProAssurance Corporation (Borrower’s indirect parent company) as being true and accurate in all material respects;

9 (b) As soon as available and in any event within forty five (45) days of each quarter end, quarterly company-prepared financial statements, together with operating statements for the Project, to include an updated rent roll, all prepared in accordance with statutory accounting principles and certified by the Chief Financial Officer of ProAssurance Corporation (Borrower’s indirect parent company) as being true and accurate in all material respects; (c) In connection with the delivery of annual and quarterly financial statements in Section 7.6(a) and Section 7.6(b), above, a certificate of the Borrower, signed by an officer of Borrower, certifying compliance with the financial covenant set forth in Section 8.5 and setting forth the calculations related thereto; and (d) In connection with each June 30th and December 31st quarter end financial statement in Section 7.6(b), above, a rent roll for the Property, certified by the Chief Financial Officer of ProAssurance Corporation (Borrower’s indirect parent company) as being true and accurate in all material respects. (e) Other financial statements and information as Lender may reasonably request from time to time. All financial statements shall be in form satisfactory to Lender. 7.7. Estoppel Certificates. Within ten (10) days after any request by Lender, Borrower shall certify in writing to Lender, the then unpaid balance of the Loan and whether Borrower claims any right of defense or setoff to the payment or performance of any of the Obligations, and if Borrower claims any such right of defense or setoff, Borrower shall give a detailed written description of such claimed right. 7.8. Notification by Borrower. Borrower will promptly give written notice to Lender of (i) the occurrence of any Default, and (ii) any claim by Borrower of a default by any other party under any Lease; or (iii) a change in (A) Borrower’s legal name, (B) Borrower’s entity type, (C) in Borrower’s Federal Taxpayer Identification Number, or (D) in Borrower’s jurisdiction of incorporation, formation or organization, as applicable. 7.9. Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the Property; (c) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (d) any other Default hereunder or under any of the other Loan Documents; or (e) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof

10 and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents. 7.10. Appraisals. Lender may obtain from time to time an appraisal of all or any part of the Property, prepared in accordance with written instructions from Lender, from a third-party appraiser satisfactory to, and engaged directly by, Lender. The cost of one such appraisal obtained by Lender in each calendar year and the cost of each such appraisal obtained by Lender following the occurrence of a Default shall be paid by Borrower on demand. 7.11. ERISA Information and Compliance. Except to the extent that a failure to do so will not have a Material Adverse Effect, comply with ERISA and all other applicable laws governing any pension or profit sharing plan or arrangement to which Borrower is a party or is otherwise subject. Borrower shall provide Lender with notice of any “reportable event” or “prohibited transaction” or the imposition of a “withdrawal liability” within the meaning of ERISA. 7.12. Leasing Matters. (a) Borrower represents and warrants that Borrower has delivered to Lender a true and correct copy of all Leases, including all amendments and exhibits, and any guaranty(ies) thereof, affecting any part of the Improvements, together with an accurate and complete rent roll for the Property (b) Borrower shall not terminate or materially amend or modify any existing Material Lease, permit any tenant under any Material Lease to terminate or materially amend or modify any sublease or enter into any Material Lease of space in the Improvements unless approved by Lender. As used in this section, a “Material Lease” shall mean any Lease having greater than 5,000 square feet of leased space. (c) Delivery of Leasing Information and Documents. From time to time upon Lender’s request, Borrower shall promptly deliver to Lender (i) complete executed originals of each Lease and (ii) a complete rent roll of the Property in such detail as Lender may require, together with such operating statements and leasing schedules and reports as Lender may require. ARTICLE 8. NEGATIVE COVENANTS Borrower hereby covenants and agrees with Lender that the Borrower will not: 8.1. Acquisitions; Mergers; Disposition of Assets. Make, receive, or obtain any acquisitions or merge or consolidate with or into any business or entity, or sell, assign, lease, or otherwise dispose of any of its assets (except for obsolete, damaged or unusable assets), other than in the ordinary course of Borrower's present business upon terms standard in Borrower's industry or unless the Loan would be paid in full in connection therewith. Notwithstanding the foregoing, Borrower may merge or consolidate with Podiatry Insurance Company of America, PACO Assurance Company, Inc., and/or Medmarc Casualty Insurance Company, where Borrower is the surviving entity.

11 8.2. Discontinuance of Business; Dissolution; Etc. Materially change or discontinue the nature of its business as of the date of this Agreement, or commence to dissolve, wind-up or liquidate itself. 8.3. Liens. Create, incur, assume or suffer to exist any Lien on the Property or any of its properties that have not been discharged, bonded over or otherwise released of record within thirty (30) days after recordation thereof, other than Liens in favor of Lender or Liens securing advances from a Federal Home Loan Bank. 8.4. Creation of Subsidiaries, Etc. Create, purchase, or otherwise acquire any Subsidiary, unless such Subsidiary guaranties the Loan in a manner satisfactory to Lender. PICA Management Resources, Inc., which is anticipated to merge into an affiliate of Borrower, is not be required to guaranty the Loan or otherwise enter into any Loan Document. 8.5. Consolidated Debt to Capitalization Ratio. Permit the Consolidated Debt to Capitalization Ratio to exceed 35.0%. 8.6. Minimum Rating. Permit the Borrower’s A.M. Best Long-Term Issuer Credit Rating to be less than “bbb”; provided that Borrower shall have the right to cure a Default arising from a violation of this minimum rating covenant by, within thirty (30) of such covenant violation, depositing and maintaining an amount equal to thirty five percent (35%) of the then outstanding principal amount of the Loan into a blocked, interest bearing deposit account with Lender (the “Cash Collateral Account”). The Borrower hereby grants to Lender a security interest in the Cash Collateral Account and all balances therein, all as security for the Obligations. The funds in the Cash Collateral Account will be released (i) to the extent the balance of the Cash Collateral Account exceeds five percent (35%) of the outstanding principal amount of the Loan, and (ii) upon Borrower’s compliance with the minimum rating covenant set forth in this Section 8.6. ARTICLE 9. DEFAULT 9.1. Default by Borrower. The occurrence of any one or more of the following shall constitute a “Default” as such term is used herein: (a) A failure to pay amounts due under the Note or the other Loan Documents, within five (5) days of the date when due; (b) Any representation, warranty or statement made by Borrower in this Agreement, the other Loan Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Loan proves untrue in any material respect; (c) Failure of Borrower to comply in all material respects with any of the terms and conditions of this Agreement, or the other Loan Documents, which failure is not cured within thirty (30) days after the occurrence thereof; (d) A Lien for the performance of work or the supply of materials filed against the Property, remains unsatisfied or unbonded for a period of thirty (30) days after the date of filing or service;

12 (e) Borrower fails to pay any indebtedness (other than the Loan) owed by Borrower to Lender when and as due and payable (whether by acceleration or otherwise); (f) Without the prior written consent of Lender the Borrower ceases to be wholly owned, directly or indirectly, by ProAssurance Corporation; (g) In the reasonable opinion of Lender, the prospect of payment or performance of all or any part of the Obligations has been impaired because of a material adverse change in the financial condition, results of operations, business or properties of Borrower or any other Person liable for the payment or performance of any of the Obligations; (h) If Borrower files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, makes an assignment for the benefit of creditors, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator for Borrower for all or any substantial part of its properties or of the Premises; (i) If within sixty (60) days after the commencement of any proceeding against Borrower seeking any reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, such proceeding is not dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of Borrower of any trustee, receiver or liquidator for Borrower or any Guarantor for all or any substantial part of their properties or of the Premises; (j) If a third party obtains a judgment against Borrower or the Project, which (a) materially and adversely impacts the obligations of the Borrower under the Loan, and (b) is not vacated and released within sixty (60) days at the date of such judgment. The occurrence of a Default under any other Loan Document shall be deemed a Default under all other Loan Documents. 9.2. Lender’s Remedies in the Default. Upon the occurrence of any Default, Lender, in addition to all remedies conferred upon Lender by Law or equity, and by the terms of the Loan Documents, may, in its sole discretion, pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other: (a) Take possession of the Premises and operate the Improvements and do anything in its sole judgment to fulfill the obligations of Borrower hereunder, any expense incurred by Lender being deemed to be part of the Obligations, including either the right to avail itself of or procure performance of existing contracts or Leases, under the assignment to Lender or otherwise, or let any contracts with the same vendors or others. Without restricting the generality of the foregoing and for purposes aforesaid, Borrower hereby appoints and constitutes Lender its lawful attorney-in-fact with full power of substitution in the Project to operate the

13 Improvements in the name of Borrower; to use funds remaining under this Agreement or which may be reserved, or escrowed or set aside for any purpose hereunder at any time to operate the Improvements; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked; (b) Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property; (c) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower; (d) Borrower shall not be relieved of any of the Obligations by reason of the failure of Lender to comply with any request of Borrower or of any other Person to take action to foreclose on the Property under the Security Documents or otherwise to enforce any provision of the Loan Documents, or by reason of the release, regardless of consideration, of all or any part of the Property. No delay or omission of Lender to exercise any right, power or remedy accruing upon the happening of a Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Default or any acquiescence therein. No remedy available to Lender under the Loan Documents or otherwise, is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan Documents, or now or hereafter existing at Law or in equity. Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against Borrower or the Property or any part thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by Lender; (e) Withhold further disbursement of the Loan Proceeds, if applicable; (f) Declare the entire balance of the Obligations, without demand or notice of any kind (which are hereby expressly waived) to be due and payable at once and, in such event, such Obligations shall become immediately due and payable; (g) Pursue such other remedies as may be available to Lender at Law or equity. ARTICLE 10. GENERAL COVENANTS 10.1. No Assignments by Borrower. This Agreement may not be assigned by Borrower without the prior written consent of Lender. Borrower will remain liable for payment of all sums advanced hereunder before and after such assignment. 10.2. Assignment by Lender. This Agreement, the Loan Documents and any other instrument now or hereafter evidencing, securing or in any manner affecting the Loan may be

14 endorsed, assigned and transferred in whole or in part by Lender, and any such holder and assignee of the same will succeed to and be possessed of the rights of Lender under all of the same to the extent transferred and assigned. 10.3. Interest Not to Exceed Maximum Allowed by Law. If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Agreement or any other Loan Document involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable Law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or Law, so that in no event shall any payment of interest or other like charges be possible under this Agreement or the other Loan Documents in excess of the limit of such validity. 10.4. Time of the Essence. Time is of the essence of this Agreement. 10.5. No Agency. Lender is not the agent or representative of Borrower, and Borrower is not the agent or representative of Lender, and nothing in this Agreement will be construed to make Lender liable to anyone for goods delivered or services performed upon the Premises or for debts or claims accruing against Borrower. 10.6. No Partnership or Joint Venture. Neither anything contained herein nor the acts of the parties hereto will be construed to create a partnership or joint venture between Borrower and Lender. 10.7. No Third Party Beneficiaries. All conditions to the obligations of Lender to make advances hereunder are imposed solely and exclusively for the benefit of Lender and its assigns and no other Person will have standing to require satisfaction of such conditions or be entitled to assume that Lender will not make disbursements in the absence of strict compliance with any or all thereof and no other Person, under any circumstances, will be deemed to be beneficiary of such conditions, any or all of which may be waived in whole or in part by Lender at any time if Lender in its sole discretion deems it advisable to do so. 10.8. Waiver. No delay or omission by Lender to exercise any right or power arising from any Default will impair any such right or power or be considered to be a waiver of any such Default or any acquiescence therein nor shall the action or nonaction of Lender in case of Default on the part of Borrower impair any right or power arising therefrom. No disbursement of the Loan hereunder shall constitute a waiver of any of the conditions to Lender’s obligation to make further disbursements nor, in the event Borrower is unable to satisfy any such condition, shall any such disbursement have the effect of precluding Lender from thereafter declaring such inability to be a Default as hereinabove provided. 10.9. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder will be sufficiently given if in writing and delivered in person or sent by United States certified mail, return receipt requested, postage prepaid, to the party being given such notice at the appropriate address set forth in the first paragraph of this Agreement, or to such other address as either party may give to the other in writing for such purpose. All such

15 notices, requests, demands and other communications, if so mailed, will be deemed to be given when so mailed. 10.10. Partial Invalidity. In the event any one or more of the provisions contained in this Agreement shall be for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein. 10.11. Entire Agreement. This Agreement, the Loan Documents and the other contracts, agreements and instruments described herein contain all of the terms and conditions related to the disbursement of the Loan by Lender and the use of the Loan by Borrower. This Agreement may not be modified or amended except in writing signed by Borrower and Lender. 10.12. Publicity. Borrower hereby gives Lender permission to release articles concerning financing of the Premises. At the request of Lender, Borrower shall erect a sign or add Lender’s name to the construction sign on the Project site identifying Lender’s financing of the Project. 10.13. WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER AND LENDER EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN. 10.14. Further Assurances. Borrower agrees that at any time, and from time to time, after execution and delivery of this Agreement, it shall, upon the request of Lender, execute and deliver such further documents and do such further things as Lender may reasonably request in order to more fully effectuate the purposes of this Agreement. 10.15. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Tennessee. 10.16. Severability. In the case one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall be in no way affected, prejudiced or disturbed thereby. 10.17. Assignments and Participations. Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants. Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and

16 assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, or to any other party as necessary or appropriate in Lender’s reasonable judgment. 10.18. Electronic Transmission of Data. Lender and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet to the parties, the parties affiliates, agents and representatives, and other Persons involved with the subject matter of this Agreement. Borrower acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such transmission, and (c) Borrower will release, hold harmless and indemnify Lender from any claim, damage or loss, including that arising in whole or part from Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data. 10.19. Forum. Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in Davidson County, Tennessee with respect to any matter or dispute (a “Dispute”) arising in connection with the Loan, the Project or Premises. Borrower hereby irrevocably waives, to the fullest extent permitted by Law, any objection that Borrower may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such Dispute may be made by certified or registered mail, return receipt requested, directed to Borrower at its address for notice set forth in this Agreement, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Borrower in any other court or jurisdiction. 10.20. USA Patriot Act Notice. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act. (Remainder of Page Intentionally Left Blank)

EXHIBIT A - REAL ESTATE Parcel I: A parcel land located in the Northeast one quarter of the Southwest one quarter of Section 17, Township 18 South, Range 2 West Jefferson County, Alabama and being a portion of Lot 5A Brookwood One, A Limited Partnership Addition to Brookwood Medical Center, as recorded in Map Book 104 Page 45 in the Office of Judge of Probate Jefferson County, Alabama, said parcel being more particularly described as follows: Commence at a found capped rebar marking to Northeast corner of said Lot 5A; thence run South 58 Degrees 14 Minutes 25 Seconds West along the North line of said Lot 5A for a distance of 658.00 feet to a set 5/8 inch rebar stamped CA-560-LS, said point marking the POINT OF BEGINNING of the parcel herein described; thence leaving said North line run South 00 Degrees 09 Minutes 18 Seconds West for a distance of 606.00 feet to a set nail; thence run South 89 Degrees 50 Minutes 42 Seconds East for a distance of 130.00 feet to a set nail; thence run South 00 Degrees 09 Minutes 18 Seconds West for a distance of 243.16 feet to a found 1/2 inch rebar; thence run South 27 Degrees 38 Minutes 22 Seconds West for a distance of 115.51 feet to a found 1/2 inch rebar, said point lying on the North right of way of Brookwood Medical Center Drive, said point also lying on a curve turning to the left, having radius of 1392.37 feet, a central angle of 15 Degrees 34 Minutes 12 Seconds, a chord bearing of South 69 Degrees 13 Minutes 36 Seconds West, a chord length of 377.21 feet; thence run along the arc of said curve and along said right of way for a distance of 378.38 feet to a set 5/8 inch capped rebar stamped CA-560- LS; thence run South 61 Degrees 26 Minutes 30 Seconds West along said right of way for a distance of 45.92 feet to a set 5/8 inch capped rebar stamped CA-560-LS, said point marking the beginning of a curve turning to the right having radius of 55.00 feet, a central angle of 90 Degrees 00 Minutes 00 Seconds, a chord bearing of North 73 Degrees 33 Minutes 30 Seconds West, a chord length of 77.78 feet; thence run along the arc of said curve and along said right of way for a distance of 86.39 feet to a set 5/8 inch capped rebar stamped CA-560-LS, said point lying on the East right of way of Brookwood Boulevard; thence run North 28 Degrees 33 Minutes 30 Seconds West along said right of way for a distance of 350.00 feet to a found PK nail; thence leaving said right of way run North 61 Degrees 26 Minutes 23 Seconds East for a distance of 55.02 feet to a found 5/8 inch rebar thence run North 02 Degrees 17 Minutes 42 Seconds West for a distance of 234.54 feet to a found 5/8 inch rebar; thence run North 31 Degrees 47 Minutes 10 Seconds West for a distance of 165.29 feet to a set 5/8 inch capped rebar stamped CA-560-LS, said point lying on the aforementioned North line of lot 5A; thence run North 58 Degrees 14 Minutes 25 Seconds East along said North lot line for a distance of 716.20 feet to a POINT OF BEGINNING. Said parcel contains 502,460 square feet or 11.53 acres more or less. Parcel II: A non-exclusive easement for passage and parking over that part of Lot 5A, according to the Survey of Brookwood One, a Limited Partnership, Addition to Brookwood Medical Center, as recorded in Map Book 104, Page 45, in the Office of the Judge of Probate of Jefferson County, Alabama, more particularly described as follows: All private roadways, pedestrian walkways, curb cuts, and other means of ingress and egress over and across said Lot 5A to and from Medical Center Drive, as set out in Cross-Easement

Agreement recorded in Real Volume 1123, Page 390, in said Probate Office, as amended by instrument recorded in Real Volume 1454, Page 264. Parcel III: Easement for sanitary sewer line created by instrument recorded in Real Volume 1650, Page 874 and described as follows: Begin at the most Westerly Corner of Lot 5A, Brookwood I, a Limited Partnership Addition to Brookwood Medical Center as recorded in Map Book 104, Page 45, in the Office of the Judge of Probate, Jefferson County, Alabama; run thence in a Southeasterly direction along the Northeasterly right-of-way line of Brookwood Boulevard, said course being situated on a curve to the right, having a central angle of 19 degrees, 08 minutes, 11 seconds and a radius of 533.14 feet; thence run along the arc of said curve for a distance of 178.06 feet to the end of said curve; thence run along the tangent if extended to said curve in a Southeasterly direction continuing along the Northeasterly right-of-way line of Brookwood Boulevard for a distance of 69.63 feet to the point of beginning of a 10 foot wide easement being 5 feet on either side of the following described center line, from the point of beginning thus obtained, thence turn an angle to the left of 69 degrees 08 minutes, 07 seconds and run in a Northeasterly direction for a distance of 103.28 feet to the end of said easement. Parcel IV: Easement for water line created by Instrument recorded in Real Volume 1650, Page 874, and described as follows: Commence at the most Westerly Corner of Lot 5 A, Brookwood I, a Limited Partnership Addition to Brookwood Medical Center, as recorded in Map Book 104, Page 45, in the Office of the Judge of Probate, Jefferson County, Alabama; run thence in the Southeasterly direction along the Northeasterly right-of-way line of Brookwood Boulevard, said course being situated on a curve to the right, having a central angle of 19 degrees, 08 minutes, 11 seconds and a radius of 533.14 feet, for a distance of 178.06 feet to the end of said curve; thence run along the tangent, if extended to said curve in a Southeasterly direction along the Northeasterly right-of-way line of Brookwood Boulevard for a distance of 151.63 feet to the point of beginning of a 10 foot wide easement, lying 5 feet on either side of the following described center line, and from the point of beginning thus obtained, thence turn an angle to the left of 90 degrees, and run in the Northeasterly direction for a distance of 73.95 feet to the end of said easement. All the foregoing, being the same property conveyed to ProAssurance Indemnity Company, Inc. as successor by merger with Mutual Assurance, Inc. by deed of record in Book 3553, Page 010, in the Office of the Judge of Probate of Jefferson County, Alabama.

1 TERM LOAN AGREEMENT This Term Loan Agreement (“Agreement”) is entered into as December 11, 2017, by and between PODIATRY INSURANCE COMPANY OF AMERICA, an Illinois stock insurance company (“Borrower”), whose address is c/o ProAssurance Corporation, 100 Brookwood Place, Birmingham, AL 35209, Attention: General Counsel, and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (“Lender”), whose address, for purposes of this Agreement, is 211 Franklin Rd, Suite 300, Brentwood, TN 37027. PRELIMINARY STATEMENTS Lender has agreed to loan to Borrower amounts not to exceed $22,610,000 (the “Loan”) in connection with the recapitalization of an office building with 99,754 square feet of rentable space in Franklin, Tennessee. In connection with the funding and administration of the Loan, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following terms as used in this Agreement or in the other Loan Documents shall have the following meanings: 1.1. Assignment of Leases. The Assignment of Rents and Leases of even date herewith, executed by Borrower in favor of Lender. 1.2. Business Day. Any day that is not a Saturday, Sunday or banking holiday in the State. 1.3. Consolidated Debt to Capitalization Ratio. On a consolidated basis for the Borrower and any of its Subsidiaries, the ratio of (a) Consolidated Funded Debt to (b) the sum of Consolidated Net Worth and Consolidated Funded Debt. 1.4. Consolidated Funded Debt. As for the applicable Person, the sum of the following, without duplication, (a) all indebtedness of such Person for borrowed money, specifically including the Obligations, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person, whether evidenced by notes, bonds, debentures, standby and/or commercial letters of credit, or other similar instruments, and (d) all contingent obligations of such Person, which shall include, without limitation, any agreement, undertaking or arrangement whereby such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liability upon, the obligation or liability of any other Person, or agrees to maintain a net worth or working capital or other financial condition of any other Person, or otherwise

2 assures any creditor of such other Person against loss, but excluding any reserve for losses and loss adjustment expenses. 1.5. Consolidated Net Worth. The surplus as regards policyholders as reflected in the most recent annual or quarterly statement filed by Borrower with the insurance regulatory authorities. 1.6. Costs. All fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender in making, funding, administering or modifying the Loan, in negotiating or entering into any “workout” of the Loan, or in exercising or enforcing any rights, powers and remedies provided in the Security Documents or any of the other Loan Documents, including reasonable attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Project. 1.7. Deed of Trust. The Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing of even date herewith, from Borrower to Lender encumbering the Premises and securing repayment of the Obligations. 1.8. Default. The occurrence of any of the events described in Article 9 of this Agreement, including expiration of any applicable notice and cure period set forth therein. 1.9. Default Rate. A rate equal to the lesser of (a) the interest rate payable under the Note at the time a Default occurs, plus two percent (2%) per annum, and (b) the highest rate of interest allowed by Law. 1.10. Environmental Claim. Shall have the meaning set forth in the Indemnity Agreement. 1.11. Environmental Due Diligence. Environmental due diligence for the Project acceptable to Lender, which may include, at Lender’s discretion, a phase I environmental site assessment. 1.12. Environmental Law. Shall have the meaning set forth in the Indemnity Agreement. 1.13. Equity. All amounts that would, in conformity with GAAP, be included on the balance sheet under stockholders’ equity. 1.14. ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder. 1.15. GAAP. Generally accepted accounting principles in the United States of America as in effect from time to time.

3 1.16. Governmental Authority. Any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity. 1.17. Improvements. The existing improvements on the Land consisting of a 104,000 square foot office building, together with any future improvements made to the Project. 1.18. Indemnity Agreement. The Environmental Indemnity Agreement of even date herewith, signed by Borrower in favor of Lender. 1.19. Interest Rate Swap. Any agreement, whether or not in writing, relating to any rate swap, forward rate transaction, commodity swap, equity index swap or option, interest rate option, cap or collar transaction, or any other similar transaction, including, unless the context otherwise clearly requires, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any other master agreement, entered into by Borrower (or its affiliate), in connection with the Loan, together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time. 1.20. Land. The real property described in Exhibit A attached hereto. 1.21. Laws. All federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction over the Project, as may be in effect from time to time. 1.22. Leases. All leases and other similar agreements, whether now existing or hereafter entered into, for space at the Premises, including all lease guaranties related thereto, as the same may be amended or modified from time to time. 1.23. Lien. Any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). Notwithstanding the generality of the foregoing, the definition of “Lien” shall not include statutory deposits made with insurance regulators in the states in which PICA is authorized to do business. 1.24. Loan. The real estate loan in the amount of up to $22,610,000, as evidenced by the Note, provided the amount advanced shall not exceed 85% of the appraised value of the Property, as determined by Lender based upon an appraisal provided by Borrower. The terms of the Loan are provided for herein and in the Note and the other Loan Documents. 1.25. Loan Documents. The Note, the Security Documents, the Indemnity Agreement, any Interest Rate Swap entered into in connection with the Loan, this Agreement and any other documents or instruments evidencing or securing the Loan.

4 1.26. Loan Proceeds. Funds disbursed or to be disbursed under the Note pursuant to this Agreement. 1.27. Note. The Promissory Note of even date herewith, from Borrower to Lender in the principal amount of $22,610,000. 1.28. Obligations. All present and future debts, obligations and liabilities of Borrower to Lender arising pursuant to, or on account of, the provisions of this Agreement, the Note or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note; (b) to pay all expenses, indemnification payments, fees and other amounts due at any time under the Security Documents or any of the other Loan Documents, together with interest as provided in the Loan Documents; (c) to pay and perform all obligations of Borrower (or its affiliate) under any Interest Rate Swap; and (d) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower is required to perform, observe or comply with pursuant to the terms of the Loan Documents. 1.29. Person. An individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity. 1.30. Premises or Property. The Land, and all of the estate, right, title and interest of Borrower at law or in equity in and to the Land, and all of the buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land and all fixtures, machinery, appliances, equipment, furniture and personal property of every kind whatsoever now or hereafter owned by Borrower and located in or on, or attached to, and used or intended to be used in connection with the Land. 1.31. Project. The operation of the Improvements on the Land, as contemplated by this Agreement. 1.32. Security Documents. The Deed of Trust, the Assignment of Leases, any UCC financing statements registered in connection with the Loan, and any and all other Loan Documents which secure the Obligations. 1.33. State. The State of Tennessee. 1.34. Subsidiary. Any corporation, partnership, or other entity of which more than fifty percent (50%) of the issued and outstanding voting securities is owned or controlled, directly or indirectly, by Borrower.

5 1.35. Title Insurance Agent. Fidelity National Title Group Contact Information: Fidelity National Title Group 6840 Carothers Parkway, Suite 200 Franklin, TN 37067 Attn: Beth Thomas Telephone: (615) 224-7512 Fax: (615) 807-3874 Email: Elizabeth.Thomas@fnf.com 1.36. Title Insurance Commitment. An American Land Title Association (“ALTA”) mortgagee’s title insurance commitment to be issued by the Title Insurance Company in such form as is acceptable to Lender. 1.37. Title Insurance Company. Fidelity National Title Insurance Agency. 1.38. Title Insurance Policy. An ALTA mortgagee’s title insurance policy to be issued by the Title Insurance Company in the amount of the Note showing fee simple title to the Premises to be vested in Borrower and insuring the Deed of Trust as a first Lien on the Premises, subject only to exceptions permitted by Lender, and otherwise in form and substance acceptable to Lender. ARTICLE 2. WARRANTIES AND REPRESENTATIONS In consideration for Lender committing to fund the Loan, Borrower hereby represents and warrants to Lender, as follows: 2.1. Purpose of Loan. The Loan shall be used to recapitalize the Property and for no other purpose. The Loan is for commercial purposes. 2.2. Pending Suits. To Borrower’s knowledge, there are no suits, judgments, bankruptcies or executions pending or threatened against Borrower or the Premises, other than claims made against Borrower under its insurance policies. 2.3. Financial Statements. The Financial Statements delivered by Borrower to Lender are true and correct in all material respects, fairly present the respective financial condition of Borrower as of the date or dates thereof, no material adverse change has occurred in the financial condition reflected therein since the date or dates thereof, and no additional borrowings have been made by Borrower other than the borrowing contemplated hereby. 2.4. No Mechanic’s or Materialmen’s Liens. Borrower has, as of the date hereof, permitted no work at the Premises or the delivery of any materials to the Premises which could give rise to a Lien on the Premises or the Improvements. 2.5. No Violation of Other Agreements. The consummation of the transactions contemplated by this Agreement and the performance of this Agreement and the other Loan

6 Documents will not result in any breach of, or constitute a Default under, the Borrower’s organizational documents or any other instrument or agreement to which Borrower is a party or by which it may be bound or affected. 2.6. Zoning/Land Use. The Land is zoned to permit the ownership and operation of the Improvements for the intended purpose, and Borrower has all zoning approvals necessary for the ownership and operation of the Project. 2.7. Access. The Land has access to publicly dedicated rights of way, as necessary, for the construction and intended use and operation of the Project. 2.8. Leases. Borrower has provided Lender with a current rent roll and a copy of all existing Leases. All existing Leases are in full force and effect and, to Borrower’s knowledge, no default exists under the Leases as at the date hereof. 2.9. Subsidiaries. Borrower has no Subsidiaries, other than PICA Management Resources, Inc., which is planned to be merged into an affiliate of Borrower. ARTICLE 3. THE LOAN 3.1. Use and Purposes. Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower the Loan Proceeds, such Loan Proceeds to be used for the purposes and subject to all of the terms, provisions and conditions of this Agreement. 3.2. Advances Secured by Security Documents. All disbursements, advances or payments made by Lender hereunder, from time to time, and any amounts expended by Lender under this Agreement or the other Loan Documents, and all other loan expenses, including reasonable attorneys fees, as and when advanced or incurred, will be deemed to be a part of the Obligations and as such will be secured by the Security Documents to the same extent and effect as if the terms and provisions of this Agreement were set forth therein. ARTICLE 4. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS Unless otherwise agreed by Lender in writing, Lender will not be obligated to close the Loan and disburse any Loan Proceeds unless and until the following conditions have been satisfied (all in a manner acceptable to Lender): 4.1. Loan Documents. Borrower shall have furnished or delivered to Lender, in form and substance acceptable to Lender, the Loan Documents executed by Borrower. 4.2. Closing Costs. Borrower shall have paid all reasonable Costs incurred by Lender in connection with the Loan, including the reasonable fees of counsel for the Lender.

7 4.3. Financial Statements. Borrower shall have delivered to Lender current financial statements for Borrower certified to be true, correct and complete. Said financial statements must be current within the last twelve (12) months. 4.4. Title Policy. Borrower shall have procured a commitment for the issuance of the Title Insurance Policy, in a form acceptable to Lender. 4.5. Survey. Borrower shall have provided Lender with a current ALTA as-built survey of the Land, prepared by a licensed surveyor satisfactory to the Lender, which survey shall be certified to Lender and the Title Insurance Company, and shall be in form and substance acceptable to Lender. 4.6. Insurance. Borrower shall have furnished to Lender evidence, either in the form of duplicate policies, binders or certificates, acceptable to Lender (identifying each insurance policy, name of insurer, amount of coverage, deductible provisions and expiration date) that Borrower has purchased, and has in full force and effect, policies of insurance, as required by Lender and the Security Documents. 4.7. Evidence of Compliance. Borrower shall have furnished to Lender evidence satisfactory to Lender that the Improvements are in compliance with all Laws and all rules and regulations promulgated thereunder, and any restrictions of record affecting the Premises, including those dealing with condominiums, horizontal property regimes, building, zoning, environmental impact, setbacks, Americans With Disabilities Act, wetlands, and safety and pollution control. 4.8. Appraisal. Lender shall have obtained a narrative appraisal of the Premises and Improvements, on a completed basis, which is satisfactory to Lender in amount, form and substance. Borrower shall pay for the cost of the appraisal. 4.9. Organizational Documents. Lender shall be provided with a copy of Borrower’s organizational documents and evidence of authority to sign this Agreement and the other Loan Documents. 4.10. Environmental Due Diligence. Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence. 4.11. Opinion of Counsel. Borrower shall provide Lender with an opinion from counsel to Borrower, in such form and content as reasonably required by Lender. 4.12. Leases. Lender shall have received all Leases and amendments relating thereto, and, with respect to any single Lease or tenant, having greater than 5,000 square feet of leased space, (i) an tenant estoppel certificate, and (ii) subordination, estoppel and attornment agreement, each in a form acceptable to Lender. 4.13. Commitment Fee. Payment of the commitment fee to Lender in the amount of $22,610.

8 4.14. Lender’s Site Visit. Lender shall have access to the Property to complete its site visit and inspection of the Property. ARTICLE 5. COLLATERAL FOR THE LOAN The Obligations shall be secured by a first priority Lien on the Premises and all materials and other personal property related to the operation of the Project, as evidenced by the Security Documents. ARTICLE 6. LOAN The loan shall be fully funded upon the Closing of the Loan. ARTICLE 7. COVENANTS AND AGREEMENTS Borrower covenants and agrees with Lender as follows: 7.1. Costs. Borrower will pay all reasonable Costs required to satisfy the conditions of this Agreement, including, but not limited to, all taxes and recording expenses, Lender’s attorneys fees, surveys, appraisals, title insurance, title updates, real estate taxes, and insurance policies. 7.2. Inspections. Borrower will permit Lender and its representatives to enter upon the Premises at all reasonable times to inspect the Improvements and to examine all records which relate to the ownership and operation of the Improvements and will cooperate, and cause Borrower’s manager, if applicable, to cooperate with Lender in such inspections. 7.3. Brokers. Borrower will indemnify and hold harmless Lender from and against all claims of brokers and agents arising by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby. 7.4. (Intentionally Omitted) 7.5. Compliance with Laws. The Improvements shall be owned and operated in accordance with all applicable Laws, including, without limitation, all zoning, land use, code, setback and other applicable regulations and restrictions. 7.6. Books and Records; Financial Statements; Tax Returns. Borrower will keep and maintain full and accurate books and records administered in accordance with sound accounting principles, consistently applied, showing in detail the earnings and expenses of the Property and Borrower shall permit Lender and Lender’s representatives, to examine such books and records (regardless of where maintained) and all supporting data and to make copies therefrom at all

9 reasonable times and as often as may be requested by Lender. In addition, Borrower will furnish or cause to be furnished to Lender: (a) As soon as available and in any event within one hundred twenty (120) days of each year end, annual financial statements, audited by an independent certified public accounting firm reasonably acceptable to Lender, together with operating statements for the Project, to include an updated rent roll, all prepared in accordance with statutory accounting principles and certified by the Chief Financial Officer of ProAssurance Corporation (Borrower’s indirect parent company) as being true and accurate in all material respects; (b) As soon as available and in any event within forty five (45) days of each quarter end, quarterly company-prepared financial statements, together with operating statements for the Project, to include an updated rent roll, all prepared in accordance with statutory accounting principles and certified by the Chief Financial Officer of ProAssurance Corporation (Borrower’s indirect parent company) as being true and accurate in all material respects; (c) In connection with the delivery of annual and quarterly financial statements in Section 7.6(a) and Section 7.6(b), above, a certificate of the Borrower, signed by an officer of Borrower, certifying compliance with the financial covenant set forth in Section 8.5 and setting forth the calculations related thereto; and (d) In connection with each June 30th and December 31st quarter end financial statement in Section 7.6(b), above, a rent roll for the Property, certified by the Chief Financial Officer of ProAssurance Corporation (Borrower’s indirect parent company) as being true and accurate in all material respects. (e) Other financial statements and information as Lender may reasonably request from time to time. All financial statements shall be in form satisfactory to Lender. 7.7. Estoppel Certificates. Within ten (10) days after any request by Lender, Borrower shall certify in writing to Lender, the then unpaid balance of the Loan and whether Borrower claims any right of defense or setoff to the payment or performance of any of the Obligations, and if Borrower claims any such right of defense or setoff, Borrower shall give a detailed written description of such claimed right. 7.8. Notification by Borrower. Borrower will promptly give written notice to Lender of (i) the occurrence of any Default, and (ii) any claim by Borrower of a default by any other party under any Lease; or (iii) a change in (A) Borrower’s legal name, (B) Borrower’s entity type, (C) in Borrower’s Federal Taxpayer Identification Number, or (D) in Borrower’s jurisdiction of incorporation, formation or organization, as applicable. 7.9. Indemnification by Borrower. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) construction of the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the

10 Property; (c) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (d) any other Default hereunder or under any of the other Loan Documents; or (e) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents. 7.10. Appraisals. Lender may obtain from time to time an appraisal of all or any part of the Property, prepared in accordance with written instructions from Lender, from a third-party appraiser satisfactory to, and engaged directly by, Lender. The cost of one such appraisal obtained by Lender in each calendar year and the cost of each such appraisal obtained by Lender following the occurrence of a Default shall be paid by Borrower on demand. 7.11. ERISA Information and Compliance. Except to the extent that a failure to do so will not have a Material Adverse Effect, comply with ERISA and all other applicable laws governing any pension or profit sharing plan or arrangement to which Borrower is a party or is otherwise subject. Borrower shall provide Lender with notice of any “reportable event” or “prohibited transaction” or the imposition of a “withdrawal liability” within the meaning of ERISA. 7.12. Leasing Matters. (a) Borrower represents and warrants that Borrower has delivered to Lender a true and correct copy of all Leases, including all amendments and exhibits, and any guaranty(ies) thereof, affecting any part of the Improvements, together with an accurate and complete rent roll for the Property (b) Borrower shall not terminate or materially amend or modify any existing Material Lease, permit any tenant under any Material Lease to terminate or materially amend or modify any sublease or enter into any Material Lease of space in the Improvements unless approved by Lender. As used in this section, a “Material Lease” shall mean any Lease having greater than 5,000 square feet of leased space. (c) Delivery of Leasing Information and Documents. From time to time upon Lender’s request, Borrower shall promptly deliver to Lender (i) complete executed originals of each Lease and (ii) a complete rent roll of the Property in such detail as Lender may require, together with such operating statements and leasing schedules and reports as Lender may require. 7.13. Post-Closing Obligation. On or before January 8, 2018, the Lender shall receive a subordination, estoppel and attornment agreement, in a form reasonably acceptable to Lender, executed by Borrower and CapWealth Advisors, LLC.

11 ARTICLE 8. NEGATIVE COVENANTS Borrower hereby covenants and agrees with Lender that the Borrower will not: 8.1. Acquisitions; Mergers; Disposition of Assets. Make, receive, or obtain any acquisitions or merge or consolidate with or into any business or entity, or sell, assign, lease, or otherwise dispose of any of its assets (except for obsolete, damaged or unusable assets), other than in the ordinary course of Borrower's present business upon terms standard in Borrower's industry or unless the Loan would be paid in full in connection therewith. Notwithstanding the foregoing, Borrower may: (a) merge or consolidate with PICA Management Resources, Inc., where Borrower is the surviving entity; and/or (b) merge or consolidate with ProAssurance Indemnity Company, Inc. where ProAssurance Indemnity Company, Inc. is the surviving entity, subject to the following conditions: (i) on a proforma basis, immediately after giving effect to the merger, ProAssurance Indemnity Company, Inc., is in compliance with Sections 8.5 and 8.6 hereof, (ii) on a proforma basis, immediately after giving effect to the merger, ProAssurance Indemnity Company, Inc.’s ratio of: (A) cash, plus investments, less total reserves to include unearned premiums to (B) Consolidated Funded Debt, is equal to or greater than 1.00 to 1.00, (iii) Borrower and ProAssurance Indemnity Company, Inc. provide all diligence and deliverables required by Lender (e.g. regulatory notices and approvals, title endorsements), (iv) Lender and ProAssurance Indemnity Company, Inc. enter into certain amendment documents, whereby among other things ProAssurance Indemnity Company, Inc. assumes the obligations of Borrower under this Agreement and the other Loan Documents. 8.2. Discontinuance of Business; Dissolution; Etc. Materially change or discontinue the nature of its business as of the date of this Agreement, or commence to dissolve, wind-up or liquidate itself. 8.3. Liens. Create, incur, assume or suffer to exist any Lien on the Property or any of its properties that have not been discharged, bonded over or otherwise released of record within thirty (30) days after recordation thereof, other than Liens in favor of Lender or Liens securing advances from a Federal Home Loan Bank. 8.4. Creation of Subsidiaries, Etc. Create, purchase, or otherwise acquire any Subsidiary, unless such Subsidiary guaranties the Loan in a manner satisfactory to Lender. PICA Management Resources, Inc., which is anticipated to merge into an affiliate of Borrower, is not be required to guaranty the Loan or otherwise enter into any Loan Document. 8.5. Consolidated Debt to Capitalization Ratio. Permit the Consolidated Debt to Capitalization Ratio to exceed 35.0%. 8.6. Minimum Rating. Permit the Borrower’s A.M. Best Long-Term Issuer Credit Rating to be less than “bbb”; provided that Borrower shall have the right to cure a Default arising from a violation of this minimum rating covenant by, within thirty (30) of such covenant violation, depositing and maintaining an amount equal to thirty five percent (35%) of the then outstanding principal amount of the Loan into a blocked, interest bearing deposit account with Lender (the “Cash Collateral Account”). The Borrower hereby grants to Lender a security interest in the Cash Collateral Account and all balances therein, all as security for the

12 Obligations. The funds in the Cash Collateral Account will be released (i) to the extent the balance of the Cash Collateral Account exceeds five percent (35%) of the outstanding principal amount of the Loan, and (ii) upon Borrower’s compliance with the minimum rating covenant set forth in this Section 8.6. ARTICLE 9. DEFAULT 9.1. Default by Borrower. The occurrence of any one or more of the following shall constitute a “Default” as such term is used herein: (a) A failure to pay amounts due under the Note or the other Loan Documents, within five (5) days of the date when due; (b) Any representation, warranty or statement made by Borrower in this Agreement, the other Loan Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Loan proves untrue in any material respect; (c) Failure of Borrower to comply in all material respects with any of the terms and conditions of this Agreement, or the other Loan Documents, which failure is not cured within thirty (30) days after the occurrence thereof; (d) A Lien for the performance of work or the supply of materials filed against the Property, remains unsatisfied or unbonded for a period of thirty (30) days after the date of filing or service; (e) Borrower fails to pay any indebtedness (other than the Loan) owed by Borrower to Lender when and as due and payable (whether by acceleration or otherwise); (f) Without the prior written consent of Lender the Borrower ceases to be wholly owned, directly or indirectly, by ProAssurance Corporation; (g) In the reasonable opinion of Lender, the prospect of payment or performance of all or any part of the Obligations has been impaired because of a material adverse change in the financial condition, results of operations, business or properties of Borrower or any other Person liable for the payment or performance of any of the Obligations; (h) If Borrower files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, makes an assignment for the benefit of creditors, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator for Borrower for all or any substantial part of its properties or of the Premises; (i) If within sixty (60) days after the commencement of any proceeding against Borrower seeking any reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, such proceeding is not dismissed, or if,

13 within sixty (60) days after the appointment, without the consent or acquiescence of Borrower of any trustee, receiver or liquidator for Borrower or any Guarantor for all or any substantial part of their properties or of the Premises; (j) If a third party obtains a judgment against Borrower or the Project, which (a) materially and adversely impacts the obligations of the Borrower under the Loan, and (b) is not vacated and released within sixty (60) days at the date of such judgment. The occurrence of a Default under any other Loan Document shall be deemed a Default under all other Loan Documents. 9.2. Lender’s Remedies in the Default. Upon the occurrence of any Default, Lender, in addition to all remedies conferred upon Lender by Law or equity, and by the terms of the Loan Documents, may, in its sole discretion, pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other: (a) Take possession of the Premises and operate the Improvements and do anything in its sole judgment to fulfill the obligations of Borrower hereunder, any expense incurred by Lender being deemed to be part of the Obligations, including either the right to avail itself of or procure performance of existing contracts or Leases, under the assignment to Lender or otherwise, or let any contracts with the same vendors or others. Without restricting the generality of the foregoing and for purposes aforesaid, Borrower hereby appoints and constitutes Lender its lawful attorney-in-fact with full power of substitution in the Project to operate the Improvements in the name of Borrower; to use funds remaining under this Agreement or which may be reserved, or escrowed or set aside for any purpose hereunder at any time to operate the Improvements; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked; (b) Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property; (c) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower; (d) Borrower shall not be relieved of any of the Obligations by reason of the failure of Lender to comply with any request of Borrower or of any other Person to take action to foreclose on the Property under the Security Documents or otherwise to enforce any provision of the Loan Documents, or by reason of the release, regardless of consideration, of all or any part of the Property. No delay or omission of Lender to exercise any right, power or remedy accruing upon the happening of a Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Default or any acquiescence therein. No remedy available to Lender under the Loan Documents or otherwise, is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan

14 Documents, or now or hereafter existing at Law or in equity. Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against Borrower or the Property or any part thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by Lender; (e) Withhold further disbursement of the Loan Proceeds, if applicable; (f) Declare the entire balance of the Obligations, without demand or notice of any kind (which are hereby expressly waived) to be due and payable at once and, in such event, such Obligations shall become immediately due and payable; (g) Pursue such other remedies as may be available to Lender at Law or equity. ARTICLE 10. GENERAL COVENANTS 10.1. No Assignments by Borrower. This Agreement may not be assigned by Borrower without the prior written consent of Lender. Borrower will remain liable for payment of all sums advanced hereunder before and after such assignment. 10.2. Assignment by Lender. This Agreement, the Loan Documents and any other instrument now or hereafter evidencing, securing or in any manner affecting the Loan may be endorsed, assigned and transferred in whole or in part by Lender, and any such holder and assignee of the same will succeed to and be possessed of the rights of Lender under all of the same to the extent transferred and assigned. 10.3. Interest Not to Exceed Maximum Allowed by Law. If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Agreement or any other Loan Document involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable Law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or Law, so that in no event shall any payment of interest or other like charges be possible under this Agreement or the other Loan Documents in excess of the limit of such validity. 10.4. Time of the Essence. Time is of the essence of this Agreement. 10.5. No Agency. Lender is not the agent or representative of Borrower, and Borrower is not the agent or representative of Lender, and nothing in this Agreement will be construed to make Lender liable to anyone for goods delivered or services performed upon the Premises or for debts or claims accruing against Borrower. 10.6. No Partnership or Joint Venture. Neither anything contained herein nor the acts of the parties hereto will be construed to create a partnership or joint venture between Borrower and Lender.

15 10.7. No Third Party Beneficiaries. All conditions to the obligations of Lender to make advances hereunder are imposed solely and exclusively for the benefit of Lender and its assigns and no other Person will have standing to require satisfaction of such conditions or be entitled to assume that Lender will not make disbursements in the absence of strict compliance with any or all thereof and no other Person, under any circumstances, will be deemed to be beneficiary of such conditions, any or all of which may be waived in whole or in part by Lender at any time if Lender in its sole discretion deems it advisable to do so. 10.8. Waiver. No delay or omission by Lender to exercise any right or power arising from any Default will impair any such right or power or be considered to be a waiver of any such Default or any acquiescence therein nor shall the action or nonaction of Lender in case of Default on the part of Borrower impair any right or power arising therefrom. No disbursement of the Loan hereunder shall constitute a waiver of any of the conditions to Lender’s obligation to make further disbursements nor, in the event Borrower is unable to satisfy any such condition, shall any such disbursement have the effect of precluding Lender from thereafter declaring such inability to be a Default as hereinabove provided. 10.9. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder will be sufficiently given if in writing and delivered in person or sent by United States certified mail, return receipt requested, postage prepaid, to the party being given such notice at the appropriate address set forth in the first paragraph of this Agreement, or to such other address as either party may give to the other in writing for such purpose. All such notices, requests, demands and other communications, if so mailed, will be deemed to be given when so mailed. 10.10. Partial Invalidity. In the event any one or more of the provisions contained in this Agreement shall be for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein. 10.11. Entire Agreement. This Agreement, the Loan Documents and the other contracts, agreements and instruments described herein contain all of the terms and conditions related to the disbursement of the Loan by Lender and the use of the Loan by Borrower. This Agreement may not be modified or amended except in writing signed by Borrower and Lender. 10.12. Publicity. Borrower hereby gives Lender permission to release articles concerning financing of the Premises. At the request of Lender, Borrower shall erect a sign or add Lender’s name to the construction sign on the Project site identifying Lender’s financing of the Project. 10.13. WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER AND LENDER EACH

16 REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN. 10.14. Further Assurances. Borrower agrees that at any time, and from time to time, after execution and delivery of this Agreement, it shall, upon the request of Lender, execute and deliver such further documents and do such further things as Lender may reasonably request in order to more fully effectuate the purposes of this Agreement. 10.15. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Tennessee. 10.16. Severability. In the case one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall be in no way affected, prejudiced or disturbed thereby. 10.17. Assignments and Participations. Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants. Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, or to any other party as necessary or appropriate in Lender’s reasonable judgment. 10.18. Electronic Transmission of Data. Lender and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet to the parties, the parties affiliates, agents and representatives, and other Persons involved with the subject matter of this Agreement. Borrower acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such transmission, and (c) Borrower will release, hold harmless and indemnify Lender from any claim, damage or loss, including that arising in whole or part from Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data. 10.19. Forum. Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in Davidson County, Tennessee with respect to any matter or dispute (a “Dispute”) arising in connection with the Loan, the Project or Premises. Borrower hereby irrevocably waives, to the fullest extent permitted by Law, any objection that Borrower may now or hereafter have to the laying of venue in any such court and any claim that any such court is an

17 inconvenient forum. Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such Dispute may be made by certified or registered mail, return receipt requested, directed to Borrower at its address for notice set forth in this Agreement, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Borrower in any other court or jurisdiction. 10.20. USA Patriot Act Notice. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act. (Remainder of Page Intentionally Left Blank)

EXHIBIT A - REAL ESTATE Land in Williamson County, Tennessee, being Lot 699 of the Final Plat of Cool Springs East Subdivision Section 35, Revision 3 (Resubdivision of Lot 695) of record in Plat Book 47, Page 95, Register's Office for Williamson County, Tennessee, to which plan reference is made for a more particular description. Being the same property conveyed to PODIATRY INSURANCE COMPANY OF AMERICA, an Illinois mutual company by Special Warranty Deed of record in Book 4335, Page 334, in the Register's Office of Williamson County, Tennessee.



Delaware		63-1261433
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Brookwood Place, Birmingham, AL		35209
(Address of principal executive offices)		(Zip Code)



Title of Each Class		Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share		New York Stock Exchange



Term	Meaning
ACA	The Affordable Care Act
ALAE	Allocated loss adjustment expense
AOCI	Accumulated other comprehensive income (loss)
BEAT	Base erosion anti-abuse tax
Board	Board of Directors of ProAssurance Corporation
BOLI	Business owned life insurance
CIMA	Cayman Islands Monetary Authority
Council of Lloyd's	The governing body for Lloyd's of London
COSO	Committee of Sponsoring Organizations of the Treadway Commission
Commutation	An agreement between a ceding insurer and the reinsurer that provides for the valuation, payment, and complete discharge of all obligations between the parties under a particular reinsurance contract
DDR	Death, disability and retirement
Dodd-Frank Act	The Dodd-Frank Wall Street Reform and Consumer Protection Act
DPAC	Deferred policy acquisition costs
Eastern Re	Eastern Re, LTD, S.P.C.
EBUB	Earned but unbilled premium
ERM	Enterprise Risk Management
FAL	Funds at Lloyd's
FASB	Financial Accounting Standards Board
FHLB	Federal Home Loan Bank
FHLMC	Federal Home Loan Mortgage Corporation
FIO	Federal Insurance Office
FNMA	Federal National Mortgage Association
GAAP	Generally accepted accounting principles in the United States of America
GNMA	Government National Mortgage Association
HCPL	Healthcare professional liability
IBNR	Incurred but not reported
IRS	Internal Revenue Service
LAE	Loss adjustment expense
LIBOR	London Interbank Offered Rate
LLC	Limited liability company
Lloyd's	Lloyd's of London market
LP	Limited partnership
Medical technology liability	Medical technology and life sciences products liability
Model Holding Co. Law	Model Insurance and Holding Company System Regulatory Act and Regulation
NAIC	National Association of Insurance Commissioners
NAV	Net asset value
NFIP	National Flood Insurance Program
NOL	Net operating loss
NRSRO	Nationally recognized statistical rating organization
NYDFS	New York Department of Financial Services
NYSE	New York Stock Exchange



Term	Meaning
OCI	Other comprehensive income (loss)
ORSA	Risk Management and Own Risk and Solvency Assessment Model Act
OTTI	Other-than-temporary impairment
PCAOB	Public Company Accounting Oversight Board
ProAssurance Plan	Non-qualified deferred compensation plan
ProAssurance Savings Plan	Defined contribution savings and retirement plan
Revolving Credit Agreement	ProAssurance's $250 million revolving credit agreement
ROE	Return on equity
SAB	Staff Accounting Bulletin, which reflects the SEC staff's views regarding accounting-related disclosure practices
SAP	Statutory accounting principles
SEC	Securities and Exchange Commission
SPA	Special Purpose Arrangement
SPC	Segregated portfolio cell
Specialty P&C	Specialty Property and Casualty
Syndicate 1729	Lloyd's of London Syndicate 1729
Syndicate 6131	Lloyd's of London Syndicate 6131, a Special Purpose Arrangement with Lloyd's of London Syndicate 1729
Syndicate Credit Agreement	Unconditional revolving credit agreement with the Premium Trust Fund of Syndicate 1729
TCJA	Tax Cuts and Jobs Act H.R.1 of 2017
TRIA	Federal Terrorism Risk Insurance Act
U.K.	United Kingdom of Great Britain and Northern Ireland
ULAE	Unallocated loss adjustment expense
VIE	Variable interest entity



ý	Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required]



¨	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required]


(i)	The definitive proxy statement for the 2018 Annual Meeting of the Stockholders of ProAssurance Corporation (File No. 001-16533) is incorporated by reference into Part III of this report.



	TABLE OF CONTENTS

PART I		8

PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	31
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	120
Item 8.	Financial Statements and Supplementary Data	123
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	123
Item 9A.	Controls and Procedures	123
Item 9B.	Other Information	123

PART III
Item 10.	Directors, Executive Officers and Corporate Governance of the Registrant	125
Item 11.	Executive Compensation	125
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	125
Item 13.	Certain Relationships and Related Transactions, and Director Independence	125
Item 14.	Principal Accountant Fees and Services	125

PART IV
Item 15.	Exhibits and Financial Statement Schedules	126



Ÿ	changes in general economic conditions, including the impact of inflation or deflation and unemployment;
Ÿ	our ability to maintain our dividend payments;
Ÿ	regulatory, legislative and judicial actions or decisions that could affect our business plans or operations;
Ÿ	the enactment or repeal of tort reforms;
Ÿ	formation or dissolution of state-sponsored insurance entities providing coverages now offered by ProAssurance which could remove or add sizable numbers of insureds from or to the private insurance market;
Ÿ	changes in the interest and tax rate environment;
Ÿ	resolution of uncertain tax matters and changes in tax laws, including the impact of the TCJA;
Ÿ	changes in U.S. laws or government regulations regarding financial markets or market activity that may affect the U.S. economy and our business;
Ÿ	changes in the ability of the U.S. government to meet its obligations that may affect the U.S. economy and our business;
Ÿ	performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;
Ÿ	changes in requirements or accounting policies and practices that may be adopted by our regulatory agencies, the FASB, the SEC, the PCAOB or the NYSE that may affect our business;
Ÿ	changes in laws or government regulations affecting the financial services industry, the property and casualty insurance industry or particular insurance lines underwritten by our subsidiaries;
Ÿ	the effect on our insureds, particularly the insurance needs of our insureds, and our loss costs, of changes in the healthcare delivery system and/or changes in the U.S. political climate that may affect healthcare policy or our business;
Ÿ	consolidation of our insureds into or under larger entities which may be insured by competitors, or may not have a risk profile that meets our underwriting criteria or which may not use external providers for insuring or otherwise managing substantial portions of their liability risk;
Ÿ	uncertainties inherent in the estimate of our loss and loss adjustment expense reserve and reinsurance recoverable;
Ÿ	changes in the availability, cost, quality or collectability of insurance/reinsurance;
Ÿ	the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake;



Ÿ	effects on our claims costs from mass tort litigation that are different from that anticipated by us;
Ÿ	allegations of bad faith which may arise from our handling of any particular claim, including failure to settle;
Ÿ	loss or consolidation of independent agents, agencies, brokers or brokerage firms;
Ÿ	changes in our organization, compensation and benefit plans;
Ÿ	changes in the business or competitive environment may limit the effectiveness of our business strategy and impact our revenues;
Ÿ	our ability to retain and recruit senior management;
Ÿ	the availability, integrity and security of our technology infrastructure or that of our third-party providers of technology infrastructure, including any susceptibility to cyber-attacks which might result in a loss of information or operating capability;
Ÿ	the impact of a catastrophic event, as it relates to both our operations and our insured risks;
Ÿ	the impact of acts of terrorism and acts of war;
Ÿ	the effects of terrorism-related insurance legislation and laws;
Ÿ	guaranty funds and other state assessments;
Ÿ	our ability to achieve continued growth through expansion into new markets or through acquisitions or business combinations;
Ÿ	changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group;
Ÿ	provisions in our charter documents, Delaware law and state insurance laws may impede attempts to replace or remove management or may impede a takeover;
Ÿ	state insurance restrictions may prohibit assets held by our insurance subsidiaries, including cash and investment securities, from being used for general corporate purposes;
Ÿ	taxing authorities can take exception to our tax positions and cause us to incur significant amounts of legal and accounting costs and, if our defense is not successful, additional tax costs, including interest and penalties; and
Ÿ	expected benefits from completed and proposed acquisitions may not be achieved or may be delayed longer than expected due to business disruption; loss of customers, employees or key agents; increased operating costs or inability to achieve cost savings; and assumption of greater than expected liabilities, among other reasons.
Additional risks, assumptions and uncertainties that could arise from our membership in the Lloyd's of London market and our participation in Lloyd's Syndicates include, but are not limited to, the following:
Ÿ	members of Lloyd's are subject to levies by the Council of Lloyd's based on a percentage of the member's underwriting capacity, currently a maximum of 3%, but can be increased by Lloyd's;
Ÿ	Syndicate operating results can be affected by decisions made by the Council of Lloyd's which the management of Syndicate 1729 and Syndicate 6131 have little ability to control, such as a decision to not approve the business plan of Syndicate 1729 or Syndicate 6131, or a decision to increase the capital required to continue operations, and by our obligation to pay levies to Lloyd's;
Ÿ	Lloyd's insurance and reinsurance relationships and distribution channels could be disrupted or Lloyd's trading licenses could be revoked making it more difficult for a Lloyd's Syndicate to distribute and market its products;
Ÿ	rating agencies could downgrade their ratings of Lloyd's as a whole; and
Ÿ	Syndicate 1729 and Syndicate 6131 operations are dependent on a small, specialized management team and the loss of their services could adversely affect the Syndicate’s business. The inability to identify, hire and retain other highly qualified personnel in the future, could adversely affect the quality and profitability of Syndicate 1729’s or Syndicate 6131's business.


•	Medmarc Mutual Insurance Company and subsidiaries, acquired January 1, 2013, and


•	Eastern Insurance Holdings, Inc., acquired January 1, 2014.


•	Provide superior workers' compensation products and services. We provide unique workers' compensation products and services that focus on increasing an organization's productivity while reducing costs. We do this by providing innovative programs and solutions that address the specific needs of our customers and return injured workers to wellness.


•	Effectively manage capital. We carefully monitor use of our capital and consider various options for capital deployment, such as business expansion by our existing subsidiaries, opportunities that arise for mergers or acquisitions, share repurchases and payment of dividends.


•	Pursue profitable underwriting opportunities. We emphasize profitability, not market share. Key elements of our approach are prudent risk selection using established underwriting guidelines, appropriate pricing and adjusting our business mix as appropriate to effectively utilize capital and achieve market synergies.


•	Provide superior customer service. Our mission statement, "We exist to Protect Others," goes hand-in-hand with our corporate brand promise, "Treated Fairly." Our employees demonstrate our core values of integrity, leadership, relationships and enthusiasm every day and are focused on meeting the needs of our customers.


•	Maintain a conservative investment strategy. We believe that we follow a conservative investment strategy designed to emphasize the preservation of our capital and provide adequate liquidity for the prompt payment of claims. Our investment portfolio consists primarily of investment-grade, fixed-maturity securities of short-to medium-term duration.


•	Maintain financial stability . We are committed to maintaining claims paying ratings of "A" or better from major rating agencies.


•	Emphasize risk management. We seek to reduce risk at the corporate level by actively managing our enterprise risk and by maintaining strong internal controls. We also emphasize the importance of risk management to our insureds and offer them training in the use of risk reduction tools and techniques.


•	Manage claims effectively. Our experienced claims teams have industry and insurance expertise that, with our extensive local knowledge, allows us to resolve claims in an effective manner, considering the circumstances of each claim. When practical, we utilize formalized claims management processes and protocols as a means of reducing claim costs.


•	Specialty Property and Casualty Segment - This segment includes our professional liability business and our medical technology and life sciences business.


•	Workers' Compensation Segment - This segment includes our workers' compensation business which we provide for employers, groups and associations.


•	Lloyd's Syndicate Segment - This segment includes operating results from our participation in Lloyd's Syndicates.


•	Corporate Segment - This segment includes our investment operations, interest expense and U.S. income taxes, all of which are managed at the corporate level with the exception of investment assets solely allocated to Lloyd's Syndicate operations. This segment also includes non-premium revenues generated outside of our insurance entities and corporate expenses.



	Year Ended December 31
($ in thousands)	2017					2016					2015
Specialty P&C ⁽¹⁾	$	549,323		63	%	$	535,725		64	%	$	526,296		65	%
Workers' Compensation	263,391			30	%	247,940			30	%	243,608			30	%
Syndicate 1729 ⁽²⁾	70,224			8	%	65,157			8	%	56,929			7	%
Inter-segment revenues ⁽²⁾	(8,062		)	(1	%)	(13,808		)	(2	%)	(14,615		)	(2	%)
Total	$	874,876		100	%	$	835,014		100	%	$	812,218		100	%


⁽²⁾	Our written premium includes our 58% share of premiums written by Syndicate 1729 , including casualty premium assumed by Syndicate 1729 from our Specialty P&C segment. We eliminate this inter-segment revenue.


•	Traditional workers' compensation insurance coverages provided to employers, generally those with 1,000 employees or less. Types of policies offered include guaranteed cost policies, policyholder dividend policies, retrospectively-rated policies and deductible policies.


•	for reported claims, the nature of the claim and the jurisdiction in which the claim occurred;


•	trends in healthcare costs for claims involving bodily injury;


•	changes in the regulatory, legal and political environment.



	Rating Agency ⁽¹⁾
	A.M. Best (www.ambest.com)	Fitch (www.fitchratings.com)	Moody’s (www.moodys.com)
ProAssurance Indemnity Company, Inc.	A+ (Superior)	A (Strong)	A2
ProAssurance Casualty Company	A+ (Superior)	A (Strong)	A2
ProAssurance Specialty Insurance Company, Inc.	A+ (Superior)	A (Strong)	NR
Podiatry Insurance Company of America	A+ (Superior)	A (Strong)	A2
PACO Assurance Company, Inc.	A- (Excellent)	A (Strong)	NR
Noetic Specialty Insurance Company	A+ (Superior)	A (Strong)	NR
Medmarc Casualty Insurance Company	A+ (Superior)	A (Strong)	NR
Lloyd's Syndicate 1729 and Syndicate 6131 ⁽²⁾	A (Excellent)	AA- (Strong)	NR
Eastern Alliance Insurance Company	A (Excellent)	A (Strong)	A3
Allied Eastern Indemnity Company	A (Excellent)	A (Strong)	A3
Eastern Advantage Assurance Company	A (Excellent)	A (Strong)	NR
Eastern Re Ltd., SPC	A (Excellent)	NR	NR
⁽¹⁾ NR indicates that the subsidiary has not been rated by the listed rating agency.
⁽²⁾ Rating provided is the rating applicable to all Lloyd's syndicates.


•	reliance on insurance and reinsurance brokers and distribution channels to distribute and market products;


•	obligations to maintain funds to support underwriting activities and risk-based capital requirements that are assessed periodically by Lloyd's and subject to variation;


•	ability to maintain liquidity to fund claims payments, when due;


•	ability to obtain reinsurance and retrocessional coverage to protect against adverse loss activity;


•	reliance on ongoing approvals from Lloyd's and various regulators to conduct business, including a requirement that Annual Business Plans be approved by Lloyd's before the start of underwriting for each account year;


•	financial strength ratings are derived from the rating assigned to Lloyd's , although they have limited ability to directly affect the overall Lloyd's rating; and


•	reliance on Lloyd's trading licenses in order to underwrite business outside the U.K.