Letter Agreement, effective as of December 31, 2020, by and among Kingsway Warranty Holdings LLC, Trinity Warranty Solutions LLC, Geminus Holding Company, Inc., IWS Acquisition Corporation, and PWI Holdings, Inc., as Borrowers, the other Loan Parties party thereto, and CIBC Bank USA, as Lender

Kingsway Warranty Holdings LLC and Subsidiaries

c/o Kingsway Financial Services Inc.

150 Pierce Road, Suite 600

Itasca, Illinois 60143

Attention: Kent A. Hansen

Reference is hereby made to that certain Loan and Security Agreement dated as of December 1, 2020, by and among Kingsway Warranty Holdings LLC, a Delaware limited liability company (“KWH”), Trinity Warranty Solutions LLC, a Delaware limited liability company (“Trinity”), Geminus Holding Company, Inc., a Delaware corporation (“Geminus”), IWS Acquisition Corporation, a Florida corporation (“IWS”), and PWI Holdings, Inc., a Pennsylvania corporation (“PWI Holdings”) (KWH, Trinity, Geminus, IWS and PWI Holdings are collectively referred to herein as “Borrowers” and individually as a “Borrower”), the other Loan Parties party thereto and CIBC Bank USA (“Lender”), as amended from time to time (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

Contemporaneously herewith, Borrowers have requested that Lender defer the principal portion of the Term Loan payment due on December 31, 2020.

Upon (a) Borrowers returning a duly executed copy of this consent letter to Lender, and (b) provided no Event of Default shall exist or occur as of the date Borrowers execute and return this consent letter to Lender (after giving effect to the provisions of this letter agreement), then Lender hereby consents to amending Section 5.4.2 of the Loan Agreement by deleting Section 5.4.2 in its entirety and substituting therefor the following:

“5.4.2    Term Loan. The Term Loan shall be paid as follows: (i) an interest only payment in the amount of $87,479.17 payable on December 31, 2020, (ii) a principal payment in the amount of $1,235,000.00 on March 31, 2021, and (ii) quarterly installments of principal equal to $926,250 each payable on June 30, 2020, and on the last day of each calendar quarter thereafter. Unless sooner paid in full, the outstanding principal balance of the Term Loan shall be paid in full on the Term Loan Maturity Date.”

Except as otherwise expressed herein, (i) the text of the Loan Agreement and the other Loan Documents shall remain in full force and effect, and (ii) the Lender hereby reserves the right to require strict compliance in the future with all terms and conditions of the Loan Agreement and the other Loan Documents.

This Letter Agreement may be executed in multiple counterparts, each of which (including any counterpart delivered by facsimile or by e-mail transmission) shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement, and this Letter Agreement shall be deemed to be made pursuant to the laws of the State of Illinois with respect to agreements made and to be performed wholly in the State of Illinois, and shall be construed, interpreted, performed and enforced in accordance therewith. This Letter Agreement shall be effective as of the date set forth above upon the terms hereof and the execution hereof by the Lender and the Borrower.

This Letter Agreement shall become effective upon Borrowers executing and returning a countersigned copy of this Letter Agreement.

This Letter Agreement shall constitute a Loan Document for all purposes.

                        By:    ________________________

                        Name:    ________________________                                    Its:    ________________________

Prime Auto Care Inc., a Delaware corporation

The Penn Warranty Corporation, a Pennsylvania corporation

Preferred Warranties, Inc., a Pennsylvania corporation

Superior Warranties, Inc., a Pennsylvania corporation

Preferred Warranties of Florida, Inc., a Florida corporation