hgty-20251231

THIS SIXTH AMENDED AND RESTATED MASTER RELATIONSHIP AGREEMENT (including all amendments hereto, this “Agreement”) is made and entered into this January 1, 2026 by and between (i) Hagerty, Inc., a corporation organized under the laws of the State of Delaware (“HGTY”), and The Hagerty Group, LLC, a limited liability company organized under the laws of the State of Delaware (“Hagerty”), on the one hand, and (ii) Markel Group Inc. (formerly known as Markel Corporation), a corporation incorporated under the laws of the Commonwealth of Virginia (“Markel”), on the other hand. HGTY, Hagerty and Markel may hereinafter be referred to from time to time as a “Party” in their individual capacities and as “Parties” collectively.

WITNESSETH:

WHEREAS, pursuant to that certain Master Alliance Agreement, dated as of March 9, 2012 (the “Original Alliance Agreement”), between Hagerty and Markel, Hagerty and Markel entered into a business relationship involving the marketing, production, underwriting, selling and administration of personal property and casualty Insurance Policies (other than overseas cargo Insurance Policies) for classic and collector motor vehicles, collectibles, automotive tools and spare parts, “automobilia” (i.e., any historic or collectible item linked with motor vehicles) and vintage camper trailers within the fifty (50) United States and the District of Columbia that are eligible for and included in the Core Program (the “Business”) and the ownership of an insurer with respect thereto;

WHEREAS, on October 16, 2012, Hagerty and Markel entered into that certain First Amended and Restated Master Alliance Agreement, amending and restating the Original Alliance Agreement (as amended by Amendment No. 1 to the First Amended and Restated Master Alliance Agreement, dated December 28, 2012, the “First Amended Alliance Agreement”);

WHEREAS, on March 22, 2017, Hagerty and Markel entered into that certain Second Amended and Restated Master Alliance Agreement, amending and restating the First Amended Alliance Agreement (the “Second Amended Alliance Agreement”);

WHEREAS, on June 20, 2019, Hagerty and Markel entered into that certain Third Amended and Restated Master Alliance Agreement, amending and restating the Second Amended Alliance Agreement and, on February 5, 2021, entered into the First Amendment thereto (as amended, the “Third Amended Alliance Agreement”);

WHEREAS, on December 8, 2021, Hagerty and Markel entered into that certain Fourth Amended and Restated Master Alliance Agreement, amending and restating the Third Amended Alliance Agreement (the “Fourth Amended Alliance Agreement”);

WHEREAS, on December 18, 2023, HGTY, Hagerty and Markel entered into that certain Fifth Amended and Restated Master Alliance Agreement, amending and restating the Fourth Amended Alliance Agreement (the “Fifth Amended Alliance Agreement”); and

WHEREAS, in connection with the changing nature of the business relationship among the Parties regarding the Business (the “Relationship”) as reflected in the amendments to, terminations of and amendment and restatements of, as applicable, certain of the Transaction Agreements, the Parties desire to amend and restate the Fifth Amended Alliance Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1.1 Terms. The terms defined in this Article I shall have the meanings ascribed to them herein whenever they are used in this Agreement.

“2013 Evanston Reinsurance Agreement” means that certain Personal Property and Casualty 100% Quota Share Reinsurance Agreement, effective January 1, 2013, between the Insurer and Evanston, as terminated effective January 1, 2017.

“2017 Evanston Reinsurance Agreement” means that certain Personal Property and Casualty 100% Quota Share Reinsurance Agreement, effective as of January 1, 2017, by and between the Insurer and Evanston.

“2024 Evanston Reinsurance Agreement” means that certain First Amended and Restated Personal Property and Casualty 100% Quota Share Reinsurance Agreement, effective as of January 1, 2024, by and between the Insurer and Evanston (amending and restating the 2017 Evanston Reinsurance Agreement), as terminated by agreement of the parties to such agreement on a “cut-off” basis as of 12:00:01 a.m. Eastern Time on January 1, 2026.

“Action” means any claim, action, suit, complaint, charge, litigation, arbitration, petition, demand, inquiry, audit, proceeding (including any formal or informal civil, criminal administrative, investigative or appellate process), prosecution, contest, hearing, examination or investigation that has been, is being or may in the future be commenced, brought, conducted or heard by or before, or that otherwise involves or may involve, any Governmental Authority, mediator or mediation panel.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified Person.

“Agreement” shall have the meaning set forth in the Preamble.

“A.M. Best” means A.M. Best Company, Inc.

“Arbiter” shall have the meaning set forth in Section 8.6(d)(i).

“Business” shall have the meaning set forth in the Recitals.

“Business Day” means any day that is not a Saturday, a Sunday or any other day on which commercial banks located in New York, New York are authorized or required by any applicable Law or Governmental Order to be closed.

“Change of Control” means, (a) with respect to HGTY or Hagerty, as applicable, any Person holds a greater percentage of the ultimate voting power, directly or indirectly, of HGTY or Hagerty, as applicable, than each of (i) Markel and its Affiliates and (ii) the Hagerty Owners and its Affiliates; provided, that, no Change of Control shall be deemed to have occurred pursuant to this clause (a) to the extent caused by or otherwise resulting from the transfer of Markel’s or its Affiliates’ direct or indirect ownership interests in HGTY or Hagerty, as applicable, and (b) with respect to Markel, the acquisition or assumption (other than by an Affiliate of Markel) of (i) Control of Markel, whether by merger, consolidation, stock acquisition, or otherwise or (ii) all or substantially all of the assets, liabilities or business of Markel.

“Claims Services and Management Agreement” means that certain Second Amended and Restated Claims Services and Management Agreement, dated as of January 1, 2026, by and between Hagerty Agency and MSI.

“Code” means the United States Internal Revenue Code of 1986.

“Confidential Information” shall have the meaning set forth in Section 5.10.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled”, “Controlled by” and “under common Control with” shall have correlative meanings.

“Core Program” shall have the meaning set forth in the Second Amended Agency Agreement.

“Dispute” shall have the meaning set forth in Section 8.6(a).

“End Date” shall have the meaning set forth in Section 5.5(a).

“Essentia QSRA” means that certain Quota Share Reinsurance Agreement, dated as of January 1, 2026, by and among the Insurer, Hagerty Re and Hagerty Agency.

“Essentia Trust Agreement” means that certain Trust Agreement, dated as of January 1, 2026, by and among Hagerty Re, the Insurer and KeyBank National Association.

“Estimated Insurer Acquisition Price” shall have the meaning set forth in Section 5.5(b).

“Estimated Insurer Acquisition Price Notice” shall have the meaning set forth in Section 5.5(b).

“Evanston” means Evanston Insurance Company, an Illinois-domiciled insurance company.

“Evanston Permits” shall have the meaning set forth in Section 3.5.

“Evanston Reinsurance Agreement” means (i) the 2013 Evanston Reinsurance Agreement, (ii) the 2017 Evanston Reinsurance Agreement, or (iii) the 2024 Evanston Reinsurance Agreement, as applicable.

“Evanston Reinsured Policy” means any Insurance Policy with respect to which Liability is ceded or retroceded by the Insurer to Evanston pursuant to the Evanston Reinsurance Agreement.

“Evanston Trust Agreement” means that certain Trust Agreement, dated as of May 12, 2021, as amended as of January 1, 2026, by and among Hagerty Re, Evanston and KeyBank National Association.

“Fifth Amended Alliance Agreement” shall have the meaning set forth in the Recitals.

“Final Insurer Acquisition Price” shall have the meaning set forth in Section 5.5(c).

“First Amended Alliance Agreement” shall have the meaning set forth in the Recitals.

“First Amended Agency Agreement” means that certain First Amended and Restated Personal Lines Agency Agreement, dated as of April 24, 2023, by and among Hagerty Agency, the Insurer and Hagerty Marine.

“Fourth Amended Alliance Agreement” shall have the meaning set forth in the Recitals.

“GAAP” means generally accepted accounting principles in the United States of America.

“General Agency Agreement” means that certain General Agency Agreement, dated as of January 1, 2026, by and among the Insurer, Hagerty Re and Hagerty Agency.

“Governmental Approval” means any approval, authorization, consent, qualification, permit, license, order, permission, registration, certificate, variance, clearance or any waiver of any of the foregoing, obtained or required to be obtained from, or any notice, statement or other communication required to be filed with or delivered to, any Governmental Authority.

“Governmental Authority” means any foreign or United States federal, state, provincial or local governmental, quasi-governmental, legislative, regulatory or administrative authority, agency, body, commission or other similar entity or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, declaration, decree, stipulation, determination, award or agreement entered by or with any Governmental Authority.

“Hagerty” shall have the meaning set forth in the Preamble.

“Hagerty Acquisition Notice” shall have the meaning set forth in Section 5.5(a).

“Hagerty Agency” means Hagerty Insurance Agency, LLC.

“Hagerty Marine” means Hagerty Classic Marine Insurance Agency, LLC.

“Hagerty Owners” means (a) the Persons that Control HGTY or Hagerty, as applicable, directly or indirectly, as of the date hereof, (b) with respect to any such Person that is a natural person, any spouse, ancestor or descendant (whether natural or adopted) of such Person, (c) any trust, family limited partnership or family limited liability company established for estate planning purposes for the benefit of such Person or the estate, spouse, ancestors or descendants of such Person, (d) with respect to any trust, the beneficiary of such trust or any spouse, ancestor or descendant (whether natural or adopted) of (i) the grantor of such trust or (ii) the beneficiary of such trust and (e) Affiliates of any Persons described in clauses (a)–(d) above.

“Hagerty Party” shall have the meaning set forth in Section 6.2(b).

“Hagerty Permits” shall have the meaning set forth in Section 4.5.

“Hagerty Re” means Hagerty Reinsurance Limited, a Bermuda exempted company.

“Hagerty Reinsurance Agreement” means (i) the Hagerty Reinsurance Limited Quota Share Reinsurance Agreement, dated as of March 22, 2017, by and between Evanston and Hagerty Re, or (ii) the First Amended and Restated Hagerty Reinsurance Limited Quota Share Reinsurance Agreement, dated as of December 18, 2023, by and between Evanston and Hagerty Re (amending and restating the agreement referenced in clause (i)), as terminated by agreement of the parties to such agreement on a “cut-off” basis as of 12:00:01 a.m. Eastern Time on January 1, 2026, as applicable.

“HGTY” shall have the meaning set forth in the Preamble.

“Indebtedness” means, without duplication, (a) all obligations for borrowed money; (b) all obligations to pay the deferred purchase price of property or services; (c) all obligations evidenced by notes, bonds, debentures or other similar instruments; (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property; (e) all reimbursement obligations, contingent or otherwise, under a drawn acceptance, letter of credit or a similar facility; and (f) all guarantees of any of the foregoing.

“Independent Expert” shall have the meaning set forth in Section 5.5(c).

“Insolvency Event” means with respect to any Person: (a) such Person commences a voluntary case concerning itself under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws; (b) an involuntary case is commenced against such Person under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws and is not dismissed within ninety (90) days of its commencement; (c) a custodian is appointed under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws for, or takes charge of, all or any substantial part of the property of such Person; (d) any Governmental Order is issued declaring such Person insolvent or bankrupt; (e) such Person makes a general assignment for the benefit of creditors or otherwise enters into a general arrangement for the restructuring of its Liabilities with creditors; (f) such Person has suspended payment of its Liabilities generally; or (g) such Person is unable to pay, or shall be unable to pay, its debts, generally as they become due.

“Insurance Policy” means any treaty, policy, binder or contract of insurance or reinsurance, including any amendments or endorsements thereto, which may be evidenced by group or individual policy forms, certificates, binders or slips.

“Insurer” means Essentia Insurance Company, a Missouri-domiciled insurance company.

“Insurer Acquisition Price” shall have the meaning set forth in Section 5.5(a).

“Insurer Acquisition Price Adjustment” shall have the meaning set forth in Section 5.5(c).

“Insurer Acquisition Price Notice” shall have the meaning set forth in Section 5.5(c).

“Insurer Acquisition Price Notice of Disagreement” shall have the meaning set forth in Section 5.5(c).

“Insurer Permits” means all Permits, except for such incidental Permits that would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof, that are held by the Insurer.

“Law” means any foreign or United States federal, state, national, provincial or local, law, ordinance, regulation, rule, code, order, common law, other requirement or rule of law or stock exchange rule imposed by any Governmental Authority.

“Liabilities” means any and all debts, liabilities, claims (including unasserted claims), demands, losses, damages, Taxes, deficiencies, obligations and commitments of any kind or nature, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured, secured or unsecured or determined or undeterminable, and whether arising under any Law, Action, Governmental Order, contract or otherwise.

“Lien” means, with respect to any property or asset, any mortgage, deed of trust, lien, option, right of first offer or refusal, pledge, hypothecation, charge, security interest, lease, encumbrance or other claim of any kind in respect of such property or asset.

“Loss Portfolio Transfer Agreement” means that certain Loss Portfolio Transfer Agreement, dated as of January 1, 2026, by and between Evanston and Hagerty Re.

“Losses” means any Liabilities, Actions, judgments or causes of action, assessments, costs, expenses (including reasonable attorneys’ fees and expenses), Taxes, interest and penalties.

“Management Services Agreement” means that certain Management Services Agreement, dated as of January 1, 2013, as amended as of January 1, 2026, by and between the Insurer and MSI.

“Markel” shall have the meaning set forth in the Preamble.

“Markel Rating Event” means a downgrade of the financial strength rating of the Markel Group by A.M. Best below “A-” (“Excellent”) that is not caused primarily by losses incurred in the Business.

“Markel Sellers” shall have the meaning set forth in Section 5.5(a).

“MSI” means Markel Service, Incorporated.

“Option Price” shall have the meaning set forth in Section 2.3.

“Original Alliance Agreement” shall have the meaning set forth in the Recitals.

“Party” shall have the meaning set forth in the Preamble.

“Permit” means any qualification, registration, filing, privilege, license, franchise, permit, certificate, approval or other similar authorization obtained from or issued by any Governmental Authority.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust, joint venture, Governmental Authority or other legal entity.

“Relationship” shall have the meaning set forth in the Recitals.

“Renewal Rights” means the right to service, continue and renew, and collect all commissions and other amounts, including contingency commission payments, on, all Insurance Policies produced by Hagerty Agency or any of its Affiliates in connection with the Business with respect to current, former and prospective customers, including all (a) rights to produce Insurance Policies with respect to such customer, subject to the rights of such customers to choose whether to do business with Hagerty and its Affiliates, (b) terms, conditions, premium

rates and dates of expiration of all of the Insurance Policies comprising the Business, (c) agent lists (whether former, current or prospective) owned or used by Hagerty Agency or any of its Affiliates in the conduct of the Business (provided that agent lists that have been furnished to Hagerty Agency by the Insurer or any Affiliate of the Insurer may continue to be used by the Insurer or any such Affiliate outside the Business), and (d) customer lists (whether former, current or prospective) owned or used by Hagerty Agency or any of its Affiliates in the conduct of the Business and the following information relating to each of the customers: (i) the customer name, address and contact information, (ii) the insurance products purchased from Hagerty Agency or any of its Affiliates, (iii) the purchasing preferences of such customers and (iv) strategies for placing insurance with such customers.

“Representatives” means, with respect to any Person, such Person’s directors, officers, employees, agents, contractors or advisors (including financial advisors, attorneys, accountants and auditors).

“SAP” means the statutory accounting principles and practices prescribed or permitted by the Missouri Department of Insurance.

“SBV Notice” shall have the meaning set forth in Section 6.3(c).

“SBV Notice of Disagreement” shall have the meaning set forth in Section 6.3(c).

“Second Amended Agency Agreement” means that certain Second Amended and Restated Personal Lines Agency Agreement, dated as of December 18, 2023, as amended as of January 1, 2026, by and among Hagerty Agency, the Insurer and Hagerty Marine (solely for purposes of Section 2.2 and Article XVII thereof).

“Second Amended Alliance Agreement” shall have the meaning set forth in the Recitals.

“Share Purchase Agreement” shall have the meaning set forth in Section 5.5(a).

“Statutory Book Value” means, as of any date of determination, an amount equal to the statutory capital and surplus of the Insurer, determined in accordance with SAP.

“Subsidiary” means, with respect to any Person, any corporation, general or limited partnership, joint venture, limited liability company, limited liability partnership, trust, estate or other Person that is a legal entity, the securities or other ownership interests of which (a) having ordinary voting power to elect a majority of the board of directors (or a majority of another body performing similar functions) of such corporation or other Person, (b) representing more than fifty percent (50%) of all of the securities or ownership interests of such corporation or other Person or (c) representing more than fifty percent (50%) of the interest in the capital or profits of such corporation or other Person, are at the time directly or indirectly owned by such Person.

“Tax” means: (a) any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise,

employment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer, stamp, or environmental tax (including taxes under Code Section 59A), escheat payments or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any governmental authority and (b) any liability for the payment of amounts determined by reference to amounts described in clause (a) as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of any obligation under any Tax sharing arrangement, as transferee or successor, or otherwise.

“Tax Return” means any return, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

“Term” shall have the meaning set forth in Section 6.1.

“Termination Date” means the date on which this Agreement expires or is terminated in accordance with Section 6.1 or Section 6.2, respectively.

“Termination Election Notice” shall have the meaning set forth in Section 6.4(a).

“Third Amended Alliance Agreement” shall have the meaning set forth in the Recitals.

“Transaction Agreements” means, collectively, this Agreement, the First Amended Agency Agreement, the Second Amended Agency Agreement, the Management Services Agreement, the Claims Services and Management Agreement, the Evanston Reinsurance Agreement, the Hagerty Reinsurance Agreement, the Evanston Trust Agreement, the General Agency Agreement, the Essentia Trust Agreement, the Essentia QSRA, the Loss Portfolio Transfer Agreement and any other agreement or instrument to be entered into in connection with the transactions contemplated by any such agreements.

“Umpire” shall have the meaning set forth in Section 8.6(d)(i).

1.2 Interpretation. For purposes of this Agreement, (a) words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, (c) references to Article, Section, paragraph and Exhibit mean the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified, (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified, (e) references to an agreement, instrument or other document mean such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement and (f) references to any entity includes any successor thereto or permitted assigns thereof. Titles to Articles and headings of Sections in this Agreement are for convenience only and do not substantively affect the terms of this Agreement. This Agreement and the other Transaction Agreements shall be construed without regard to any presumption or

rule requiring construction or interpretation against the Party drafting such agreement or causing such agreement to be drafted.

ARTICLE II
CONTINUATION OF THE RELATIONSHIP

2.1 Continuation of the Relationship. In connection with the revised nature of the Relationship, as reflected in the amendments to, terminations of and amendment and restatements of, as applicable, certain of the Transaction Agreements, the Parties hereby agree to continue the Relationship as may be modified by and upon the terms and subject to the conditions of this Agreement.

2.2 Transfer of Insurer Equity. Notwithstanding anything to the contrary in this Agreement, Markel may, in its sole discretion, transfer all or a portion of its equity interests in the Insurer to a wholly owned Subsidiary of Markel, so long as any such transfer does not adversely impact the rights of Hagerty or its Affiliates under any of the Transaction Agreements, including Hagerty’s right to acquire the Insurer pursuant to Section 5.5(a), Section 6.4(a) or Section 6.4(b).

2.3 Option Payments. If Hagerty exercises its option to acquire all of the issued and outstanding capital stock of the Insurer pursuant to Section 5.5(a) or if this Agreement is terminated prior to December 31, 2028 and Hagerty elects to acquire all of the issued and outstanding capital stock of the Insurer pursuant to Section 6.4, then the amount of the purchase price Hagerty is required to pay to Markel on the closing date of Hagerty’s acquisition of all of the issued and outstanding capital stock of the Insurer shall be reduced by an amount equal to $1,750,000 (the “Option Price”) in accordance with Section 5.5(b), Section 6.4(a) or Section 6.4(b), as applicable. If Hagerty does not exercise its option to acquire all of the issued and outstanding capital stock of the Insurer pursuant to Section 5.5(a) or if this Agreement is terminated prior to December 31, 2028 and Hagerty does not elect to acquire all of the issued and outstanding capital stock of the Insurer pursuant to Section 6.4, then Markel shall retain the Option Price.

2.4 Cooperation in Novations for Evanston. HGTY and Hagerty shall, and shall cause their Affiliates to, act and cooperate reasonably, expeditiously and in good faith with Markel to effectuate, in a commercially appropriate and not unduly burdensome manner, commutations, novations or similar transactions intended to release Evanston from all or any portion of its obligations pursuant to the Evanston Reinsurance Agreement, the Hagerty Reinsurance Agreement, the Loss Portfolio Transfer Agreement, the Evanston Trust Agreement and any other agreements that pertain to the Business to which Evanston is a party, including obtaining any Governmental Approvals necessary to effectuate such transactions, provided that the relative economic positions of the Insurer and Hagerty Re are materially preserved.

2.5 Allstate, Foremost and Nationwide Agreements. The Parties hereby intend for the respective quota share reinsurance agreements between the Insurer, on the one hand, and each of Allstate Insurance Company, Foremost Insurance Company and Nationwide Mutual Insurance Company, on the other hand, to remain in full force and effect, subject to the

provisions thereof, until July 1, 2026. Commencing no later than January 2026, the Parties shall act and cooperate reasonably, expeditiously and in good faith to modify such agreements (and all related agreements) such that the Insurer will no longer have ongoing direct reinsurance relationships with any of such insurance companies as of July 1, 2026. If, based on discussions with and feedback from Allstate Insurance Company, Foremost Insurance Company and Nationwide Mutual Insurance Company, the Parties determine that modifying such agreements as described in this Section 2.5 by or before July 1, 2026 is not feasible, then the Parties acting reasonably and in good faith will determine a mutually acceptable date (which will be as soon as reasonably practicable following July 1, 2026) by which such modification to such agreements must be completed.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF MARKEL

Markel hereby represents and warrants to HGTY and Hagerty as follows as of the date hereof:

3.1 Incorporation and Authority of Markel and the Insurer.

(a) Markel is a corporation duly formed, validly existing and in good standing under the Laws of Virginia. Markel is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, except for failures to be so qualified or in good standing as would not have a material adverse effect on its ability to consummate the transactions contemplated by, and perform its obligations under, the Transaction Agreements to which it is a party. Markel has all necessary corporate power and authority to conduct its business as it is currently being conducted.

(b) The Insurer is an insurance company duly formed, validly existing and in good standing under the Laws of the State of Missouri and is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary. The Insurer has all necessary corporate power and authority to conduct its business as it is currently being conducted.

(c) Each of Markel, the Insurer and each other applicable Affiliate of Markel has all necessary organizational power and authority to execute and deliver, carry out and perform its obligations under, and consummate the transactions contemplated by, each of the Transaction Agreements to which it is or will be a party. The execution and delivery by Markel, the Insurer and each other applicable Affiliate of Markel of, the performance by Markel, the Insurer and each other applicable Affiliate of Markel of its obligations under, and the consummation by Markel, the Insurer and each other applicable Affiliate of Markel of the transactions contemplated by, each of the Transaction Agreements to which Markel, the Insurer or such other applicable Affiliate of Markel is or will be a party have been duly authorized by all necessary corporate or other similar organizational action on the part of Markel, the Insurer and each such other applicable Affiliate of Markel. Each of the Transaction Agreements to which Markel, the

Insurer or any other applicable Affiliate of Markel is or will be a party has been, or upon execution and delivery thereof will be, duly executed and delivered by Markel, the Insurer and each such other applicable Affiliate of Markel. Assuming due authorization, execution and delivery by each other party thereto, each of the Transaction Agreements to which Markel, the Insurer or any other applicable Affiliate of Markel is or will be a party constitutes, or upon execution and delivery thereof will constitute, legal, valid and binding obligations of Markel, the Insurer and each other applicable Affiliate of Markel, enforceable against them in accordance with their respective terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally.

3.2 No Conflict. The execution and delivery by Markel, the Insurer and each other applicable Affiliate of Markel of, the performance by each of Markel, the Insurer and each other applicable Affiliate of Markel of its obligations under, and the consummation by Markel, the Insurer and each other applicable Affiliate of Markel of the transactions contemplated by, each of the Transaction Agreements to which Markel, the Insurer or such other applicable Affiliate of Markel is or will be a party do not and will not (a) violate or conflict with the organizational documents of Markel, the Insurer or any other applicable Affiliate of Markel, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to Markel, the Insurer or any other applicable Affiliate of Markel or to which any of them or any of their respective properties or assets is subject or bound, (c) result in a violation of, or cause the revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Insurer Permit, or (d) result in any breach or violation of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any material contract, note, instrument, indenture, mortgage, lease or other agreement to which Markel or the Insurer is a party or by which any of them or any of their respective properties or assets is subject or bound.

3.3 Governmental Approvals. Except for any Governmental Approvals that have already been obtained and provided to Hagerty, the execution and delivery by Markel, the Insurer and each other applicable Affiliate of Markel of, the performance by each of Markel, the Insurer and each other applicable Affiliate of Markel of its obligations under, and the consummation by Markel, the Insurer and each other applicable Affiliate of Markel of the transactions contemplated by, each of the Transaction Agreements to which Markel, the Insurer or such other applicable Affiliate of Markel is or will be a party do not and will not require any Governmental Approval to be obtained by Markel, the Insurer or any other applicable Affiliate of Markel.

3.4 Legal Proceedings. There is no Governmental Order or Action pending or, to the knowledge of Markel, threatened against or affecting Markel or any of its Affiliates that would materially adversely affect the consummation by Markel and its Affiliates of the transactions contemplated by the Transaction Agreements or the ability of Markel or any of its Affiliates to perform its obligations under any of the Transaction Agreements to which it is or will be a party.

3.5 Insurer Permits and Evanston Permits. The Insurer holds all Insurer Permits that are material to the operation of the Insurer’s business as currently conducted. Evanston holds all Permits that are required for Evanston to execute and deliver, and perform its obligations under, the Evanston Reinsurance Agreement and the Hagerty Reinsurance Agreement (collectively, the “Evanston Permits”), in each case, as of the date hereof. As of the date hereof, the Insurer Permits are valid and in full force and effect, and the Insurer is not in violation of or default under any of the Insurer Permits. As of the date hereof, Evanston holds all of the Evanston Permits, the Evanston Permits are valid and in full force and effect, and Evanston is not in violation of or default under any of the Evanston Permits. As of the date hereof, there is no pending or, to the knowledge of Markel, threatened Action seeking the revocation, suspension, termination, modification, impairment or non-renewal of any Insurer Permit or any Evanston Permit.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF HAGERTY

HGTY and Hagerty hereby represent and warrant to Markel as of the date hereof:

4.1 Incorporation and Authority.

(a) HGTY is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. HGTY is duly qualified to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, except for failures to be so qualified or in good standing as would not have a material adverse effect on its ability to perform its obligations under the Transaction Agreements to which it is a party. HGTY has all necessary corporate power and authority to conduct its business as it is currently being conducted.

(b) Hagerty is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Hagerty is duly qualified to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, except for failures to be so qualified or in good standing as would not have a material adverse effect on its ability to perform its obligations under the Transaction Agreements to which it is a party. Hagerty has all necessary limited liability company power and authority to conduct its business as it is currently being conducted.

(c) Hagerty Agency is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary. Hagerty Agency has all necessary limited liability company power and authority to conduct its business as it is currently being conducted. Hagerty Agency is Controlled by Hagerty.

(d) Hagerty Re is a Bermuda class 3A reinsurer duly formed, validly existing and in good standing under the Laws of Bermuda and is duly qualified to do business, and is in good

standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary. Hagerty Re has all necessary corporate power and authority to conduct its business as it is currently being conducted. Hagerty Re is Controlled by Hagerty Insurance Holdings Inc., which is Controlled by Hagerty.

(e) Each of HGTY, Hagerty, Hagerty Agency and Hagerty Re has all necessary limited liability company or corporate, as applicable, power and authority to execute and deliver, carry out and perform its obligations under, and consummate the transactions contemplated by, each of the Transaction Agreements to which it is or will be a party. The execution and delivery by HGTY, Hagerty, Hagerty Agency and Hagerty Re of, the performance by HGTY, Hagerty, Hagerty Agency and Hagerty Re of its obligations under, and the consummation by HGTY, Hagerty, Hagerty Agency and Hagerty Re of the transactions contemplated by, each of the Transaction Agreements to which HGTY, Hagerty, Hagerty Agency or Hagerty Re is or will be a party have been duly authorized by all necessary limited liability company or corporate, as applicable, action on the part of HGTY, Hagerty, Hagerty Agency and Hagerty Re. Each of the Transaction Agreements to which HGTY, Hagerty, Hagerty Agency or Hagerty Re is or will be a party has been, or upon execution and delivery thereof will be, duly executed and delivered by HGTY, Hagerty, Hagerty Agency and Hagerty Re. Assuming due authorization, execution and delivery by each other party thereto, each of the Transaction Agreements to which HGTY, Hagerty, Hagerty Agency or Hagerty Re is or will be a party constitutes, or upon execution and delivery thereof will constitute, legal, valid and binding obligations of HGTY, Hagerty, Hagerty Agency and Hagerty Re, enforceable against them in accordance with their respective terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally.

4.2 No Conflict. The execution and delivery by HGTY, Hagerty, Hagerty Agency and Hagerty Re of, the performance by each of HGTY, Hagerty, Hagerty Agency and Hagerty Re of its obligations under, and the consummation by HGTY, Hagerty, Hagerty Agency and Hagerty Re of the transactions contemplated by, each of the Transaction Agreements to which HGTY, Hagerty, Hagerty Agency or Hagerty Re is or will be a party do not and will not (a) violate or conflict with the organizational documents of HGTY, Hagerty, Hagerty Agency or Hagerty Re, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to HGTY, Hagerty, Hagerty Agency or Hagerty Re or to which any of them or any of their respective properties or assets is subject or bound, (c) result in a violation of, or cause the revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Permit held by Hagerty Agency or Hagerty Re (except for such incidental Permits that would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof), or (d) result in any breach or violation of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any material contract, note, instrument, indenture, mortgage, lease or other agreement to which HGTY, Hagerty, Hagerty Agency or Hagerty Re is a party or by which any of them or any of their respective properties or assets is subject or bound.

4.3 Governmental Approvals. Except for any Governmental Approvals that have already been obtained and provided to Markel, the execution and delivery by HGTY, Hagerty, Hagerty Agency and Hagerty Re of, the performance by each of HGTY, Hagerty, Hagerty Agency and Hagerty Re of its obligations under, and the consummation by HGTY, Hagerty, Hagerty Agency and Hagerty Re of the transactions contemplated by, each of the Transaction Agreements to which HGTY, Hagerty, Hagerty Agency or Hagerty Re is or will be a party do not and will not require any Governmental Approval to be obtained by HGTY, Hagerty, Hagerty Agency or Hagerty Re.

4.4 Legal Proceedings. There is no Governmental Order or Action pending or, to the knowledge of HGTY or Hagerty, threatened against or affecting HGTY, Hagerty, Hagerty Agency or Hagerty Re that would materially adversely affect the consummation by HGTY, Hagerty, Hagerty Agency and Hagerty Re of the transactions contemplated by the Transaction Agreements or the ability of HGTY, Hagerty, Hagerty Agency or Hagerty Re to perform its obligations under any of the Transaction Agreements to which it is or will be a party.

4.5 Hagerty Permits. Hagerty Agency and Hagerty Re hold all Permits that are material to the operation of their respective businesses as currently conducted (collectively, the “Hagerty Permits”). As of the date hereof, the Hagerty Permits are valid and in full force and effect, and neither Hagerty Agency nor Hagerty Re is in violation of or default under any of the Hagerty Permits applicable to it. As of the date hereof, there is no pending or, to the knowledge of HGTY or Hagerty, threatened Action seeking the revocation, suspension, termination, modification, impairment or non-renewal of any Hagerty Permit.

ARTICLE V
COVENANTS AND AGREEMENTS

5.1 Operating Covenants. During the period from the date hereof until the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable, except as otherwise expressly permitted or required by this Agreement or any Transaction Agreement, required by applicable Law or requested or consented to in writing by Hagerty (such consent not to be unreasonably withheld, conditioned or delayed); provided, that in no event shall Markel’s or its Affiliates’ failure to comply with any of the following be considered a breach of their obligations under this Agreement to the extent their failure to comply was the proximate and foreseeable result of the direct and express action or inaction of HGTY or its Affiliates:

(a) Markel shall cause the Insurer to conduct its business in the ordinary course consistent with past practice and to use reasonable best efforts to maintain the Insurer’s goodwill and relationships with the Insurer’s policyholders, regulators and rating agencies; and

(b) Markel shall cause Evanston to not provide any consent or waive any rights under, or otherwise take or fail to take any discretionary action under, the Evanston Reinsurance Agreement without the prior written consent of Hagerty Re;

(c) Markel shall cause the Insurer to maintain a system of internal accounting controls with respect to the Business sufficient to provide reasonable assurances that, in all material respects, (a) all transactions are executed in accordance with management’s general or specific authorization, (b) all transactions are recorded as necessary to permit preparation of its financial statements in conformity in all material respects with SAP and GAAP and to maintain accountability for its assets and (c) access to the Insurer’s property and assets is permitted only in accordance with management’s general or specific authorization; and

(d) Markel shall cause the Insurer to not do any of the following:

(i) amend, modify or change the organizational documents of the Insurer in any material respect;

(ii) issue or authorize for issuance any shares of capital stock or other equity or voting interests of the Insurer, or grant options, warrants, calls or other rights to purchase, acquire or subscribe to, or redeem, repurchase or otherwise acquire any shares of capital stock or other equity or voting interests of the Insurer, except that Markel may cause additional shares of capital stock of the Insurer to be issued to Markel or its Affiliates;

(iii) (A) merge or consolidate with any other Person, (B) acquire (by merger, consolidation, acquisition of stock or assets, bulk reinsurance or otherwise) any Person or assets or liabilities comprising a business or a segment, division or line of business or any material amount of property or assets in or of any Person, (C) sell all or substantially all of the Insurer’s assets, (D) create or acquire any Subsidiaries or (E) enter into any partnership or joint venture;

(iv) take or authorize any action to wind up the affairs of the Insurer or dissolve, liquidate, rehabilitate or otherwise restructure the Insurer;

(v) file or authorize a voluntary case concerning the Insurer under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws, or make a general assignment for the benefit of creditors or otherwise enter into a general arrangement for the restructuring of its liabilities with creditors, or consent to the appointment of a custodian under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws for all or any substantial part of the Insurer’s property or assets;

(vi) enter into any agreement or transaction with Markel or its Affiliates that is not terminable without penalty upon any acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty;

(vii) (A) incur any Indebtedness, other than trade accounts payable and short-term working capital financing, in each case, incurred in the ordinary course of business consistent with past practice, (B) make any loans, advances or capital contributions to, or investments in, any other Person, other than investments made in the ordinary course of

business in accordance with its investment policies or as may be required by applicable Law or (C) assume, grant, guarantee or endorse, pledge or otherwise secure any assets or property or otherwise as an accommodation become responsible for (whether primary or secondary), the obligations of any Person;

(viii) enter into any agreement, contract, understanding or similar arrangement (other than (A) Insurance Policies, (B) third-party catastrophe, excess of loss or facultative reinsurance or retrocessional treaties, (C) agreements entered into in accordance with the terms of this Agreement, (D) the Evanston Trust Agreement and (E) the Essentia Trust Agreement) with any Person other than Markel, HGTY or their respective Affiliates;

(ix) adopt, establish, contribute to or otherwise incur any liability with respect to any employee benefit plan, program, policy or arrangement;

(x) hire or retain the services of any employee or independent contractor (other than independent contractors retained in the ordinary course of business in connection with the administration of its business);

(xi) forfeit, abandon, modify or otherwise change, waive, terminate, fail to renew or maintain or let lapse any Insurer Permit, except as may be required in order to comply with applicable Law or this Agreement;

(xii) fail to submit any material reports, statements, documents, registrations, filings or submissions required to be filed by the Insurer with any Governmental Authority or otherwise fail to materially comply with any applicable Law;

(xiii) issue or assume any Insurance Policies other than Insurance Policies produced by Affiliates of Hagerty in connection with the Business, or otherwise engage in any business other than the Business;

(xiv) (i) enter into any new line of business, or introduce any new products or services, except as may be required by applicable Law, or (ii) change in any material respect existing products or services, except as may be required by applicable Law;

(xv) (i) fail to pay any Tax when due, fail to timely file all Tax Returns required to be filed, fail to withhold or collect for payment all Taxes required to be so withheld or collected, fail to remit any Taxes so withheld and collected, and (ii) on any Tax Return, take any position, make any election, or adopt any method which would have the effect of deferring income to periods (or portions thereof) after the Termination Date or accelerating deductions to periods (or portions thereof) on or prior to the Termination Date;

(xvi) enter into any reinsurance or retrocessional treaty or agreement, other than in accordance with the terms of this Agreement;

(xvii) enter into any agreement, contract, understanding or similar arrangement with (A) any officer, director or employee of the Insurer or any of its Affiliates, or (B) any spouse, ancestor or descendant (whether natural or adopted) of any officer, director or employee of the Insurer or any of its Affiliates; or

(xviii) agree or commit to do any of the foregoing; and

(e) Markel shall not, and shall cause its Affiliates not to:

(i) sell, transfer, assign, pledge, mortgage, hypothecate or otherwise dispose of or encumber (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest of Markel or its Affiliates in the Insurer; or

(ii) take any action with respect to the Insurer on an affiliated, consolidated, combined or unitary group Tax Return of which the Insurer is a part that would, if taken by the Insurer directly, constitute a violation of clause (xv) of Section 5.1(d).

5.2 Permits and Governmental Approvals. Markel and HGTY shall, and shall cause their Affiliates to, work together in good faith to preserve, renew and maintain in full force and effect all such Governmental Approvals as are reasonably necessary to cause the Insurer to be exempt from any assigned risk programs, “take all comer” Laws and other similar programs and Laws that would otherwise be applicable to the Insurer.

5.3 Insurer Rating.

(a) Until the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable, Markel shall promptly provide Hagerty with copies of all reports, presentations, correspondence or other information or communications provided by Markel or any of its Affiliates or Representatives to A.M. Best or received by Markel or any of its Affiliates or Representatives from A.M. Best, in each case, solely to the extent relating to the Insurer.

(b) Until the earlier of (i) such time as the Insurer has a stand-alone financial strength rating by A.M. Best of at least “A” (Excellent) and (ii) the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable, Markel shall continue to include the Insurer as a member of the Markel North America Insurance Group for A.M. Best financial strength rating purposes, such that the financial strength rating of the Insurer by A.M. Best is the same as the other member insurance companies comprising the Markel North America Insurance Group.

(c) Until the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable, Markel shall use its reasonable best efforts to ensure that the financial strength rating of the Insurer by A.M. Best at all times is at least “A” (Excellent).

5.4 Name of the Insurer. Until the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable, upon the request of Hagerty and subject to obtaining all required Governmental Approvals (which the Parties shall cooperate and work together in good faith in seeking), the Parties shall take all actions necessary to effect a change in the name of the Insurer to such name as may be agreed by the Parties; provided, that if the name of either Party is proposed to be included in such name, it shall be a condition of any such name change that the Parties and the Insurer enter into mutually acceptable trademark or service mark licenses with respect to the use of the Party’s names and a mutually acceptable arrangement with respect to the change of the Insurer’s name following the termination of this Agreement if the Party whose name is used does not retain an ownership interest in the Insurer. In such event, the Parties shall cooperate to ensure that (i) the Insurer is authorized to use such name in the United States and (ii) the Insurer maintains all Permits and is compliant with all rate and form filing requirements under its new name in all applicable jurisdictions. HGTY or Hagerty shall be responsible for designing and developing the trademarks, service marks, logos and other identifying symbols of the Insurer and the Business, subject to Markel’s review and approval (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, in the event Hagerty acquires the Insurer pursuant to Section 5.5(a), nothing herein shall prohibit HGTY or Hagerty from changing the name of the Insurer following the effective date of such acquisition.

5.5 Acquisition of the Insurer by Hagerty.

(a) Hagerty shall have the exclusive right, exercisable in its sole discretion by providing nine (9) months’ prior written notice (the “Hagerty Acquisition Notice”) to Markel to purchase one hundred percent (100%) of the issued and outstanding capital stock of the Insurer from Markel and such Affiliates of Markel that own any capital stock of the Insurer (collectively, the “Markel Sellers”). The Hagerty Acquisition Notice shall set forth the proposed effective date of such acquisition, which date (x) shall be the first day of a calendar year and (y) may not be earlier than January 1, 2026 or later than January 1, 2028 (the “End Date”); unless the Term has been extended in accordance with Section 6.1, in which case, the End Date shall be the January 1 of such extended Term. The purchase price payable by Hagerty in consideration for such acquisition shall be an amount equal to (i) $23,000,000, plus (ii) the Statutory Book Value as of the December 31 immediately preceding the proposed effective date of such acquisition set forth in the Hagerty Acquisition Notice, determined on a pro forma basis giving effect to the transactions contemplated by Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f), the distribution and assignment of rights contemplated by Section 5.5(g) and the settlement of claims contemplated by Section 5.5(h), if applicable (such purchase price, the “Insurer Acquisition Price”). Following receipt by Markel of the Hagerty Acquisition Notice, the Parties shall work together in good faith and reasonably cooperate with each other to negotiate and prepare a share purchase agreement (the “Share Purchase Agreement”) containing customary terms and conditions pursuant to which Hagerty or its designee shall purchase, acquire and accept from the Markel Sellers, and the Markel Sellers shall sell, convey, assign, transfer and deliver to Hagerty or its designee, all of the issued and outstanding capital stock of the Insurer free and clear of all Liens. Such Share Purchase Agreement shall include, among other things the conditions and requirements outlined in

Sections 5.5(a) through 5.5(i) hereof, and inclusive of the following: (i) a requirement for Markel to indemnify Hagerty and its Affiliates for all non-insurance Liabilities of the Insurer arising prior to the date of such sale of all of the issued and outstanding capital stock of the Insurer to Hagerty (excluding any such Liabilities that were taken into account in determining the Statutory Book Value as of the December 31 immediately preceding the proposed effective date set forth in the Hagerty Acquisition Notice, but including, with respect to Taxes, all Liabilities for which the Insurer could be liable as a result of being a member of an affiliated, combined, consolidated or unitary group prior to the date of such sale); (ii) unqualified representations and warranties by Markel that (A) the Markel Sellers own all of the issued and outstanding capital stock of the Insurer free and clear of all Liens, (B) the Insurer has no employees or independent contractors (other than independent contractors retained in the ordinary course of business in connection with the administration of the Insurer’s business), (C) the Insurer does not, and has no obligation to, sponsor, maintain or contribute to any employee benefit plan, (D) the Insurer is not a party to any agreement, contract, understanding or similar arrangement (other than Insurance Policies and third-party catastrophe, excess of loss or facultative reinsurance or retrocessional treaties or agreements entered into in accordance with the terms of this Agreement) with any Person other than HGTY, Markel or their respective Affiliates) and (E) the Insurer does not own or have a leasehold interest in any real property; and (iii) a requirement that (A) the Insurer has assets in an amount and of the type required in order for the Insurer to maintain all Insurer Permits and all statutory deposits required to be maintained by the Insurer under applicable Law and (B) any additional assets of the Insurer above the amount referenced in clause (A) consist of cash and/or cash equivalents and corporate debt securities rated AA/Aa2 or better. The consummation of the acquisition pursuant to this Section 5.5(a) shall be subject to the receipt of all Governmental Approvals necessary with respect to the acquisition of Control of the Insurer by the Hagerty Party. Hagerty’s obligation to consummate the acquisition contemplated by this Section 5.5(a) shall be further subject to the receipt of all Governmental Approvals required to effect the transactions contemplated by Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f) and the distribution and assignment of rights contemplated by Section 5.5(g). Each Party agrees to, and to cause its Affiliates to, take all actions reasonably necessary to give effect to the transactions contemplated by this Section 5.5 (including the transactions contemplated by Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f) and the distribution and assignment of rights contemplated by Section 5.5(g) and establishment of the escrow accounts contemplated by Section 5.5(g) and Section 5.5(i)), including using (and causing its Affiliates to use) reasonable best efforts to obtain any required Governmental Approvals as promptly as practicable following the delivery of the Hagerty Acquisition Notice. The consummation of the acquisition pursuant to this Section 5.5(a) shall become effective at 12:00:01 a.m. on the effective date proposed by Hagerty in the Hagerty Acquisition Notice, or, if later, at 11:59:59 p.m. on the date that is three (3) Business Days following the receipt of all Governmental Approvals necessary with respect to the acquisition of Control of the Insurer by Hagerty or, at the sole discretion of Hagerty, if later, at 11:59:59 p.m. on the date that is three (3) Business Days following the receipt of all applicable Governmental Approvals required to consummate the transactions contemplated by this Section 5.5(a) (including all Governmental Approvals required to effect the transactions contemplated by

Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f) and the distribution and assignment of rights contemplated by Section 5.5(g)). If Hagerty exercises its option to acquire all of the issued and outstanding capital stock of the Insurer pursuant to this Section 5.5(a), then following Markel’s receipt of the Hagerty Acquisition Notice, Markel shall, until such time of the consummation of the acquisition pursuant to this Section 5.5(a), cooperate with Hagerty and provide Hagerty with any information reasonably requested by Hagerty in connection with any effort by Hagerty to maintain the Insurer’s financial strength rating by A.M. Best or obtain a stand-alone financial strength rating for the Insurer by A.M. Best.

(b) If Hagerty exercises its option to purchase all of the issued and outstanding capital stock of the Insurer in accordance with Section 5.5(a), the Share Purchase Agreement shall provide that at least fifteen (15) Business Days prior to the proposed effective date of such acquisition set forth in the Hagerty Acquisition Notice, Markel shall prepare a reasonably detailed calculation of the Insurer Acquisition Price using Markel’s good faith estimate of the Statutory Book Value as of the December 31 immediately preceding the proposed effective date of such acquisition set forth in the Hagerty Acquisition Notice and provide written notice (the “Estimated Insurer Acquisition Price Notice”) thereof to Hagerty. Such Share Purchase Agreement shall provide that on the date on which the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty is consummated pursuant to Section 5.5(a), Hagerty shall pay to Markel an amount equal to Markel’s estimate of the Insurer Acquisition Price set forth in the Estimated Insurer Acquisition Price Notice (such amount, the “Estimated Insurer Acquisition Price”), minus the Option Price.

(c) No later than ninety (90) days following the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a), Hagerty shall prepare a reasonably detailed calculation of the Insurer Acquisition Price and provide written notice (the “Insurer Acquisition Price Notice”) thereof to Markel. Markel shall have thirty (30) days following its receipt of the Insurer Acquisition Price Notice to provide written notice (“Insurer Acquisition Price Notice of Disagreement”) of its disagreement with the calculation of the Insurer Acquisition Price set forth in the Insurer Acquisition Price Notice. If Markel does not provide such Insurer Acquisition Price Notice of Disagreement to Hagerty within such time period, then the calculation of the Insurer Acquisition Price set forth in the Insurer Acquisition Price Notice shall be final and binding on the Parties. During the thirty (30) days immediately following the delivery of the Insurer Acquisition Price Notice of Disagreement, the Parties will seek in good faith to resolve any disputes as to the calculation of the Insurer Acquisition Price set forth in the Insurer Acquisition Price Notice. In the event that any such dispute is not resolved within such time period, each Party shall submit its calculation of the Insurer Acquisition Price to Grant Thornton LLP or such other nationally recognized independent accounting firm with actuarial expertise as shall be agreed by the Parties (an “Independent Expert”). The Parties shall request that the Independent Expert provide its determination of the Insurer Acquisition Price within twenty (20) days after the submission of such matter to the Independent Expert, or as soon as reasonably practicable thereafter, and the Independent Expert’s determination of the Insurer Acquisition Price shall be final and binding on the Parties. The Independent Expert’s calculation of the Insurer Acquisition Price, if not in

accordance with the calculation submitted by Hagerty or Markel, shall not be more favorable to Hagerty than the calculation submitted by Hagerty or more favorable to Markel than the calculation submitted by Markel. All fees and expenses relating to the work performed by the Independent Expert pursuant to this Section 5.5(c) shall be shared equally between Hagerty and Markel. The “Final Insurer Acquisition Price” shall be equal to (i) the Estimated Insurer Acquisition Price, if Hagerty does not deliver the Insurer Acquisition Price Notice to Markel in accordance with this Section 5.5(c), (ii) the Insurer Acquisition Price set forth in the Insurer Acquisition Price Notice, if Markel does not deliver the Insurer Acquisition Price Notice of Disagreement within the time period set forth in this Section 5.5(c), (iii) the amount agreed upon between Hagerty and Markel or (iv) the Insurer Acquisition Price determined by the Independent Expert pursuant to this Section 5.5(c), if Markel delivers the Insurer Acquisition Price Notice of Disagreement and Hagerty and Markel are unable to agree upon the Insurer Acquisition Price. The Final Insurer Acquisition Price minus the Estimated Insurer Acquisition Price shall be referred to as the “Insurer Acquisition Price Adjustment”. If the Insurer Acquisition Price Adjustment is a positive amount, then Hagerty shall pay to Markel an amount in cash equal to the Insurer Acquisition Price Adjustment within five (5) Business Days following determination of the Final Insurer Acquisition Price in accordance with this Section 5.5(c). If the Insurer Acquisition Price Adjustment is a negative amount, then Markel shall pay to Hagerty an amount in cash equal to the absolute value of the Insurer Acquisition Price Adjustment within five (5) Business Days following determination of the Final Insurer Acquisition Price in accordance with this Section 5.5(c).

(d) Immediately prior to the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b), HGTY and Hagerty shall, and shall cause their Affiliates to, cooperate reasonably and in good faith with Markel to effectuate, in a commercially reasonable and not unduly burdensome manner, commutations, novations or similar transactions agreed by the Parties intended to release Evanston from all or any portion of its obligations pursuant to the Evanston Reinsurance Agreement, the Hagerty Reinsurance Agreement, the Loss Portfolio Transfer Agreement, the Evanston Trust Agreement and any other agreements that pertain to the Business to which Evanston is a party, including obtaining any Governmental Approvals necessary to effectuate such transactions, provided that the relative economic positions of the Insurer and Hagerty Re are materially preserved.

(e) Immediately prior to the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b), and after giving effect to the transactions contemplated in Section 5.5(d), all other agreements between the Insurer, on the one hand, and Markel and/or any Affiliates of Markel, on the other hand, shall be terminated, effective immediately prior to the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b), and each party thereto shall be released from any and all Liabilities arising in connection such terminated agreements, and Markel shall agree to waive any and all rights that it may have against the Insurer under such terminated agreements. In addition, Markel shall cause each loan, note, advance, receivable, payable and other obligation between the Insurer, on the one hand, and Markel and/or any of its Affiliates, on the other hand, regardless of its maturity, to

be settled, discharged, offset, paid, repaid in full, terminated or extinguished, for the amount due, including any accrued and unpaid interest to but excluding the date of payment, prior to the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b). At the request of Hagerty, concurrent with the negotiation of the Share Purchase Agreement following receipt by Markel of the Hagerty Acquisition Notice, the Parties agree to work together in good faith to negotiate and prepare a transition services agreement containing customary terms and conditions pursuant to which Markel and its applicable Affiliates would continue to provide certain management and administrative services to the Insurer, subject to reasonable compensation therefor, on a transitional basis following such closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b).

(f) Subject to the receipt of all required Governmental Approvals, immediately prior to the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b), Markel shall cause the Insurer to declare and pay a dividend to Markel in an amount equal to the maximum amount permitted by the Missouri Department of Insurance; provided, that, following the payment of such dividend, the Insurer retains the minimum statutory capital and surplus required as of such date in order for the Insurer to maintain all Insurer Permits and all statutory deposits required to be maintained by the Insurer under applicable Law.

(g) (i) Immediately prior to the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b), and subject to the receipt of all necessary Governmental Approvals, Markel shall cause the Insurer to distribute and assign to Markel, effective immediately prior to such closing, all of the Insurer’s indemnification rights under the First Amended Agency Agreement, the Second Amended Agency Agreement, the General Agency Agreement, the Essentia QSRA and the Essentia Trust Agreement with respect to any Liabilities arising prior to such closing to the extent such Liabilities have been assumed by Markel, and (ii) if any claims by the Insurer against HGTY or its Affiliates for Liabilities (including Liabilities described in clause (i) above) arising under the First Amended Agency Agreement, the Second Amended Agency Agreement, the General Agency Agreement, the Essentia QSRA or the Essentia Trust Agreement remain outstanding and such Liabilities have been assumed by Markel and are not covered under Hagerty Agency’s, Hagerty Re’s or Hagerty Marine’s errors and omissions insurance policy or otherwise recoverable from a third party not affiliated with HGTY, then upon the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b), Hagerty shall deposit into an escrow account, established with an escrow agent mutually acceptable to Markel and Hagerty, cash in an amount equal to the lesser of (A) $3,000,000 and (B) the average of (x) Markel’s reasonable estimate of the amount that would be sufficient to resolve any claims for such Liabilities and (y) Hagerty’s reasonable estimate of the amount that would be sufficient to resolve any claims for such Liabilities.

(h) Following receipt by Markel of the Hagerty Acquisition Notice, the Parties shall work together in good faith and use reasonable best efforts to identify and resolve any outstanding claims for Liabilities between the Insurer and HGTY or its Affiliates arising under

the First Amended Agency Agreement, the Second Amended Agency Agreement, the General Agency Agreement, the Essentia QSRA (with the exception of reinsurance claims in respect of the liabilities reinsured thereunder) or the Essentia Trust Agreement prior to the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b).

(i) If any claims by HGTY or its Affiliates against the Insurer for Liabilities arising under the First Amended Agency Agreement, the Second Amended Agency Agreement, the General Agency Agreement, the Essentia QSRA (with the exception of reinsurance claims in respect of the liabilities reinsured thereunder) or the Essentia Trust Agreement remain outstanding and such Liabilities are not otherwise recoverable from a third party not affiliated with Markel, then upon the closing of the acquisition of all of the issued and outstanding capital stock of the Insurer by Hagerty pursuant to Section 5.5(a) and Section 5.5(b), Markel shall deposit into an escrow account, established with an escrow agent mutually acceptable to Markel and Hagerty, cash in an amount equal to the lesser of (A) $3,000,000 and (B) the average of (x) Markel’s reasonable estimate of the amount that would be sufficient to resolve any claims for such Liabilities and (y) Hagerty’s reasonable estimate of the amount that would be sufficient to resolve any claims for such Liabilities.

5.6 Business. Unless otherwise agreed in writing by Hagerty, until the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable, no Insurance Policies shall be issued or assumed by the Insurer other than Insurance Policies produced by Hagerty Agency or any of its Affiliates in connection with the Business.

5.7 Ownership of Intellectual Property. Markel hereby acknowledges that, subject to the terms of the Second Amended Agency Agreement and the General Agency Agreement, as applicable, all Renewal Rights shall be the property of Hagerty and its Affiliates, and neither Markel nor any of its Affiliates shall have any ownership interest therein. The Parties further agree that:

(a) all intellectual property (i) owned or licensed by Hagerty and its Affiliates as of the date of the Original Alliance Agreement, or (ii) developed and/or paid for by HGTY, Hagerty or their Affiliates in connection with the Business shall be the property of HGTY and its Affiliates, and neither Markel nor any of its Affiliates shall have any ownership interest therein;

(b) all intellectual property (i) owned or licensed by Markel and its Affiliates as of the date of the Original Alliance Agreement, or (ii) developed and/or paid for by Markel or its Affiliates in connection with the Business, shall be the property of Markel and its Affiliates, and neither HGTY nor any of its Affiliates shall have any ownership interest therein; and

(c) all intellectual property (i) developed by HGTY, Hagerty or their Affiliates jointly with Markel or its Affiliates in connection with the Business, (ii) developed and/or paid for by the Insurer, or (iii) owned or licensed by the Insurer as of the date of the First Amended and Restated Alliance Agreement, shall be the property of the Insurer, and none of HGTY, Markel or any of their respective Affiliates (other than the Insurer) shall have any ownership interest

therein; provided, however, that the Insurer shall grant to Markel and its Affiliates and to HGTY and its Affiliates a perpetual, irrevocable, worldwide, royalty-free fully paid-up, non-exclusive right and license to use all such intellectual property that is used in the operation or conduct of the Business.

5.8 Reinsurance Program. The Parties agree that the Insurer is permitted to purchase third-party catastrophe, excess of loss and facultative reinsurance as it deems advisable. Until the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable, (i) Markel shall provide notice to Hagerty in writing at least sixty (60) days prior to making any change to the catastrophe, excess of loss or facultative reinsurance program the Insurer has in place from time to time for the Business (including any material cost increase or coverage reduction) and (ii) for each annual assessment of third-party catastrophe, excess or loss and facultative reinsurance, Markel shall use its reasonable best efforts (through its internal and external expertise) to assist the Insurer with pricing and coverage.

5.9 Non-Solicitation of Customers. Except as contemplated by the General Agency Agreement, Markel shall not, and shall cause its Affiliates not to, directly or indirectly, use any Confidential Information or any HGTY name or service mark or otherwise reference any Hagerty Party to solicit the holders of Insurance Policies issued by the Insurer from and after January 1, 2014 for any purpose, including the sale of insurance products; provided that nothing in this Section 5.9 shall prohibit Markel or any of its Affiliates from engaging in general advertising and solicitation that is not directed at any such holder.

5.10 Confidentiality. At all times after the date of the Original Alliance Agreement, unless agreed by the Parties, each Party shall, and shall cause its Affiliates and Representatives to, (a) keep confidential all data, reports, trade secrets, proprietary secrets and any other confidential information regarding the other Party and the Business, including underwriting manuals and guidelines, applications, policy forms, agent lists and information, customer lists and information, financial information, investment strategies, reserving practices, claims handling practices and other business practices (collectively, “Confidential Information”), as may have been disclosed to such Party or its Affiliates by or on behalf of the other Party or its Affiliates or as may have been obtained by such Party or its Affiliates by virtue of its direct or indirect ownership interest in the Insurer, and (b) not make competitive use of or disclose such Confidential Information to any other Person, except with the prior written consent of the other Party or as required by Law or Governmental Order; provided that, for the avoidance of doubt, this Section 5.10 shall not prohibit HGTY from disclosing or using any intellectual property (i) owned or licensed by HGTY and its Affiliates or (ii) developed and/or paid for by HGTY or its Affiliates in connection with the Business. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of disclosure by or on behalf of HGTY or Markel in breach of this Section 5.10, (B) is or becomes available on a non-confidential basis from a source other than one of the Parties or its Representatives, provided that such source is not bound by a confidentiality or similar obligation with respect to such information, or (C) is independently developed by or on behalf of HGTY or Markel or any of their respective Affiliates without reliance on Confidential Information

regarding the Business provided by the other Party. In the event that HGTY or Markel or any of their respective Affiliates or Representatives is required by applicable Law or Governmental Order to disclose any such Confidential Information, such Party shall, to the extent permitted by Law, promptly notify the other Party in writing so that a protective order and/or other measure to prevent or limit the production or disclosure of such Confidential Information can timely be sought. The limitation set forth in this Section 5.10 shall not prohibit either Party from disclosing such Confidential Information to its independent accountants or auditors provided that such independent accountants or auditors are informed of the confidential nature of such information and instructed to keep such information confidential.

5.11 Transaction Agreements. Unless otherwise agreed or in order to appropriately address requirements under applicable Law, Markel shall not cause or permit any termination, amendment, modification or change to any Transaction Agreement to which neither HGTY nor any of its Affiliates is a party without the prior written consent of HGTY. Markel shall promptly provide written notice to HGTY in the event any such Transaction Agreement is terminated, amended, modified or changed in order to appropriately address requirements under applicable Law.

5.12 Compliance with Law. Each Party agrees that during the period from January 1, 2014 until the Termination Date (except that for Markel with respect to the Insurer, the earlier of the Termination Date and the date on which Hagerty acquires the Insurer pursuant to Section 5.5(a), if applicable) it shall, and shall cause its applicable Affiliates to, conduct the Business in accordance with the terms and conditions of the Transaction Agreements and all applicable Laws.

5.13 Further Assurances. From time to time after January 1, 2014, each Party shall take, or cause to be taken, such other action, and shall execute and deliver, or cause to be executed and delivered, such additional agreements, instruments, conveyances, notices, certificates and other documents, in each case, as the other Party may reasonably request in order to consummate more effectively the transactions contemplated by the Transaction Agreement.

5.14 Notice Obligation.

(a) Each Party shall promptly give the other Party written notice of (i) any notice or other communication received by such Party or its Affiliates from any Governmental Authority or third party in connection with the transactions contemplated by this Agreement or otherwise related to the Business, (ii) any failure on its part to comply with or satisfy, in any material respect, any covenant, condition, agreement or obligation to be complied with or satisfied by it pursuant to this Agreement and (iii) the occurrence, or failure to occur, of any event, or the existence of any condition, that could reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement; provided, however, that providing such notice shall not change or affect any covenant, condition, agreement or obligation made by it under this Agreement, nor shall such notice change or affect the rights and obligations or other remedies of the Parties under this Agreement.

(b) Each Party shall promptly give the other Party written notice (i) in the event that it becomes the subject of a Change of Control and (ii) in the event that it or, with respect to Markel, the Insurer (prior to any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a)), or, with respect to HGTY, any of Hagerty Agency, Hagerty Re, the Insurer (following any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a)) or any Subsidiary of HGTY that owns an interest in Hagerty Re or in the Insurer (following any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a)) becomes the subject of an Insolvency Event.

ARTICLE VI
TERM AND TERMINATION

6.1 Term. The term of this Agreement (as extended or earlier terminated, the “Term”) shall begin on the date of the Original Alliance Agreement and shall continue through December 31, 2028, and shall automatically be extended for successive additional one (1)-year periods, unless terminated (a) in accordance with the terms of this Article VI, (b) by either Party upon written notice to the other Party no later than December 31, 2026, such termination to be effective as of December 31, 2028 or (c) with respect to any successive one (1) calendar year period, no later than twelve (12) months prior to the termination date in respect of such one (1) calendar year period, such termination to be effective at the end of such one (1) calendar year period.

6.2 Termination. This Agreement may be terminated at any time:

(a) by written agreement of the Parties;

(b) by HGTY and Hagerty (the “Hagerty Party”) immediately upon written notice to Markel upon the termination of the General Agency Agreement in accordance with its terms;

(c) by Markel immediately upon written notice to the Hagerty Party upon the termination of the General Agency Agreement in accordance with its terms;

(d) by the Hagerty Party upon one hundred eighty (180) days prior written notice to Markel if Markel is the subject of a Change of Control; provided that such written notice is received by Markel within one hundred eighty (180) days of the occurrence of such Change of Control;

(e) by Markel upon one hundred eighty (180) days prior written notice to the Hagerty Party if either of HGTY or Hagerty is the subject of a Change of Control; provided that such written notice is received by the Hagerty Party within one hundred eighty (180) days of the occurrence of such Change of Control;

(f) by Markel upon written notice to the Hagerty Party:

(i) if HGTY, Hagerty, Hagerty Agency or Hagerty Re commits a material breach of any of its representations, warranties, covenants or obligations under any

Transaction Agreement that is not remedied within ninety (90) days following the receipt by such Person of written notice of such breach;

(ii) if HGTY, Hagerty, Hagerty Agency, Hagerty Re, the Insurer (following any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a)) or any Subsidiary of HGTY that owns an interest in Hagerty Re or in the Insurer (following any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a)) is the subject of an Insolvency Event (which, in the case of prongs (f) and (g) of the definition of Insolvency Event, has not been cured within sixty (60) days after notice to Hagerty; provided, that such cure period shall not be available if such a cure period has been utilized in respect of any of such Persons in the preceding twelve (12) months);

(iii) if the Insurer terminates the General Agency Agreement “for cause” pursuant to Section 7.02(b) of the General Agency Agreement; or

(iv) if HGTY or any of its Affiliates has (A) committed fraud or embezzlement in connection with any aspect of the Business, (B) been found by Governmental Order to have violated any material Law in connection with the Business, other than upon reliance on advice of counsel, and such violation is not cured within ninety (90) days following HGTY’s or any of its Affiliates’ receipt of such Governmental Order, (C) committed any act or omission constituting willful misconduct in connection with the Business or (D) been convicted or entered a guilty plea or plea of nolo contendere in connection with any felony involving dishonesty or moral turpitude in connection with the Business.

(g) by the HGTY Party upon written notice to Markel:

(i) if Markel or any of its applicable Affiliates commits a material breach of any of its representations, warranties, covenants or obligations under any Transaction Agreement that is not remedied within ninety (90) days following the receipt by such Person of written notice of such breach;

(ii) if Markel, the Insurer (prior to any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a)) or Evanston is the subject of an Insolvency Event (which, in the case of prongs (f) and (g) of the definition of Insolvency Event, has not been cured within sixty (60) days after notice to Markel; provided, that such cure period shall not be available if such a cure period has been utilized in respect of any of such Persons in the preceding twelve (12) months);

(iii) if Hagerty Agency terminates the General Agency Agreement “for cause” pursuant to Section 7.02(c) of the General Agency Agreement (prior to any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a));

(iv) if Markel or any of its Affiliates has (A) committed fraud or embezzlement in connection with any aspect of the Business, (B) been found by Governmental Order to have violated any material Law in connection with the Business, other than upon reliance on advice of counsel, and such violation is not cured within

ninety (90) days following Markel’s or any of its Affiliates’ receipt of such Governmental Order, (C) committed any act or omission constituting willful misconduct in connection with the Business or (D) been convicted or entered a guilty plea or plea of nolo contendere in connection with any felony involving dishonesty or moral turpitude in connection with the Business;

(v) if the financial strength rating of the Insurer by A.M. Best is lower than “A” (Excellent) for more than one hundred eighty (180) consecutive days (prior to any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a)); or

(vi) (A) if, prior to any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a), any Insurer Permit necessary to conduct the Business in any jurisdiction, or in any combination of jurisdictions, of the United States in which at least ten percent (10%) of the Insurer’s gross direct written premium is generated is forfeited, abandoned, waived, terminated, suspended, cancelled, non-renewed or otherwise not maintained and is not reinstated within thirty (30) days thereafter, or (B) if, prior to any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a), any Insurer Permit necessary to conduct the Business in any other jurisdiction of the United States is forfeited, abandoned, waived, terminated, suspended, cancelled, non-renewed or otherwise not maintained and is not reinstated within one hundred eighty (180) days thereafter.

6.3 Effects of Termination.

(a) Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the Parties at the date of termination, unless waived in writing by mutual agreement of the Parties.

(b) In the event of the expiration or termination of this Agreement in accordance with Section 6.1 or Section 6.2, respectively:

(i) the Relationship shall automatically and immediately be terminated;

(ii) The Hagerty Party shall promptly either (x) return to Markel or (y) destroy (with the choice between (x) and (y) being at the sole discretion of the Hagerty Party) all relevant data, documents, records and other materials in its possession or control containing Confidential Information of Markel (provided that it may keep one electronic copy of such Confidential Information of Markel for archival purposes only); and

(iii) Markel shall promptly either (x) return to the Hagerty Party or (y) destroy (with the choice between (x) and (y) being at the sole discretion of Markel) all relevant data, documents, records and other materials in its possession or control containing Confidential Information of the Hagerty Party (provided that it may keep one electronic copy of such Confidential Information of the Hagerty Party for archival purposes only).

(c) In the event of any termination of this Agreement in accordance with Section 6.2 that gives rise to Hagerty’s right to acquire all of the issued and outstanding capital stock of the

Insurer pursuant to Section 6.4, following receipt of written notice from Hagerty that it is considering exercising its option to purchase all of the issued and outstanding capital stock of the Insurer, Markel shall prepare a reasonably detailed calculation of the Statutory Book Value as of the end of the calendar quarter immediately preceding the Termination Date (or as of the Termination Date if such date is the end of a calendar quarter) and provide written notice (the “SBV Notice”) thereof to Hagerty no later than the last Business Day of the month following the month in which the Termination Date occurs. Hagerty shall have thirty (30) days following its receipt of the SBV Notice to provide written notice (“SBV Notice of Disagreement”) of its disagreement with the calculation set forth in the SBV Notice. If Hagerty does not provide such SBV Notice of Disagreement to Markel within such time period, then the calculation set forth in the SBV Notice shall be final and binding on the Parties. During the thirty (30) days immediately following the delivery of a SBV Notice of Disagreement, the Parties will seek in good faith to resolve any disputes as to the calculations set forth in the SBV Notice. In the event that any such dispute is not resolved within such time period, the Hagerty Party and Markel shall submit its calculation of the Statutory Book Value as of the Termination Date to an Independent Expert. The Parties shall request that the Independent Expert provide its determination of the Statutory Book Value as of the Termination Date within twenty (20) days after the submission of such matter to the Independent Expert, or as soon as reasonably practicable thereafter, and the Independent Expert’s determination of the Statutory Book Value as of the Termination Date shall be final and binding on the Parties. The Independent Expert’s calculation of the Statutory Book Value as of the Termination Date, if not in accordance with the calculation submitted by the Hagerty Party or Markel, shall not be more favorable to the Hagerty Party than the calculation submitted by the Hagerty Party or more favorable to Markel than the calculation submitted by Markel. All fees and expenses relating to the work performed by the Independent Expert pursuant to this Section 6.3(c) shall be shared equally between the Hagerty Party and Markel.

6.4 Acquisition of the Insurer. In addition to the effects of termination described in Section 6.3(b):

(a) In the event that Hagerty has not exercised its option to acquire the Insurer pursuant to Section 5.5(a) prior to the expiration of the Term in accordance with Section 6.1, and this Agreement is terminated pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.2(d), Section 6.2(e), Section 6.2(f)(i), Section 6.2(f)(iii), or Section 6.2(g), at the option of Hagerty, exercisable in its sole discretion by providing written notice (the “Termination Election Notice”) to Markel within thirty (30) days following its receipt of the SBV Notice, Hagerty shall have the right to purchase one hundred percent (100%) of the issued and outstanding capital stock of the Insurer from the Markel Sellers. The purchase price payable by Hagerty or its designee to the Markel Sellers in consideration for such sale and transfer shall be an amount in cash equal to (i) (A) $23,000,000, plus (B) the Statutory Book Value as of the Termination Date, determined on a pro forma basis giving effect to the transactions contemplated by Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f), the distribution and assignment of rights contemplated by Section 5.5(g) and the settlement of claims contemplated by Section 5.5(h), if applicable, minus (ii) the Option Price. Except as otherwise set forth in this Section 6.4(a), all of the terms, conditions and requirements set forth in Section 5.5(a), Section

5.5(d), Section 5.5(e), Section 5.5(f), Section 5.5(g), Section 5.5(h) and Section 5.5(i) shall apply with respect to any sale of all of the issued and outstanding capital stock of the Insurer to Hagerty pursuant to this Section 6.4(a). For purposes of this Section 6.4(a), all references in Section 5.5(d) to the effective date of such acquisition shall be deemed to be references to the later of the Termination Date and the date on which the last remaining agreement is terminated pursuant to Section 5.5(e). The consummation of any acquisition pursuant to this Section 6.4(a) shall occur as promptly as practicable following the delivery of the Termination Election Notice, and in no event later than three (3) Business Days following the receipt of all Governmental Approvals necessary with respect to the acquisition of Control of the Insurer by Hagerty or, at the sole discretion of Hagerty, if later, the date that is three (3) Business Days following the receipt of all applicable Governmental Approvals required to consummate the transactions contemplated by this Section 6.4(a) (including all Governmental Approvals required to effect the transactions contemplated by Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f) and the distribution and assignment of rights contemplated by Section 5.5(g)). Notwithstanding the foregoing, if any such Governmental Approvals are not received within two hundred seventy (270) days of the Termination Date, then (x) the Parties shall use, or cause their respective Affiliates to use, reasonable best efforts to obtain such Governmental Approvals as promptly as practicable, and (y) Hagerty may revoke its election to purchase all of the issued and outstanding capital stock of the Insurer.

(b) In the event that Hagerty has not exercised its option to acquire the Insurer pursuant to Section 5.5(a) and this Agreement is terminated by HGTY or Hagerty pursuant to Section 6.2(g) (provided, that this Section 6.4(b) shall not apply (x) in the case of Section 6.2(g)(v), if there was no Markel Rating Event, and (y) in the case of Section 6.2(g)(vi), if the forfeiture, abandonment, waiver, termination, suspension, cancellation, non-renewal or failure to maintain the Insurer Permit(s) leading to such termination was caused by any act or omission by HGTY or its Affiliates), without prejudice to any right HGTY or Hagerty may have to receive damages in consequence of breach of this Agreement, at the option of HGTY or Hagerty, exercisable in its sole discretion by providing the Termination Election Notice to Markel within fifteen (15) Business Days following its receipt of the SBV Notice, Hagerty shall have the right to purchase one hundred percent (100%) of the issued and outstanding capital stock of the Insurer from the Markel Sellers. The purchase price payable by Hagerty or its designee to the Markel Sellers in consideration for such sale and transfer shall be an amount in cash equal to (i) 0.90 multiplied by (ii) (A) (I) $23,000,000, plus (II) the Statutory Book Value as of the Termination Date, determined on a pro forma basis giving effect to the transactions contemplated by Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f), the distribution and assignment of rights contemplated by Section 5.5(g) and the settlement of claims contemplated by Section 5.5(h), if applicable, minus (B) the Option Price. Except as otherwise set forth in this Section 6.4(b), all of the terms, conditions and requirements set forth in Section 5.5(a), Section 5.5(d), Section 5.5(e), Section 5.5(f), Section 5.5(g), Section 5.5(h) and Section 5.5(i) shall apply with respect to any sale of all of the issued and outstanding capital stock of the Insurer to Hagerty pursuant to this Section 6.4(b). For purposes of this Section 6.4(b), all references in Section 5.5(d) to the effective date of such acquisition

shall be deemed to be references to the later of the Termination Date and the date on which the last remaining agreement is terminated pursuant to Section 5.5(e). The consummation of any acquisition pursuant to this Section 6.4(b) shall occur as promptly as practicable following the delivery of the Termination Election Notice, and in no event later than three (3) Business Days following the receipt of all Governmental Approvals necessary with respect to the acquisition of Control of the Insurer by Hagerty or, at the sole discretion of Hagerty, if later, the date that is three (3) Business Days following the receipt of all applicable Governmental Approvals required to consummate the transactions contemplated by this Section 6.4(b) (including all Governmental Approvals required to effect the transactions contemplated by Section 5.5(d), the termination and settlement of intercompany agreements and obligations contemplated by Section 5.5(e), the payment of the dividend contemplated by Section 5.5(f) and the distribution and assignment of rights contemplated by Section 5.5(g)). Notwithstanding the foregoing, if any such Governmental Approvals are not received within two hundred seventy (270) days of the Termination Date, then (x) the Parties shall use, or cause their respective Affiliates to use, reasonable best efforts to obtain such Governmental Approvals as promptly as practicable, and (y) Hagerty may revoke its election to purchase all of the issued and outstanding capital stock of the Insurer.

6.5 Surviving Obligations. In the event of the expiration or termination of this Agreement in accordance with Section 6.1 or Section 6.2, respectively, this Agreement shall forthwith become null and void, except for the Parties’ rights and obligations which, by their nature, would continue beyond the expiration or termination of this Agreement, including those rights and obligations of the Parties set forth in this Article VI and in Section 5.5(c), Section 5.5(e), Section 5.5(g), Section 5.5(i), Section 5.10, Article VII and Article VIII; provided, however, that the expiration or termination of this Agreement shall not relieve any Party of any liability for breach of this Agreement prior to the Termination Date.

ARTICLE VII
INDEMNIFICATION

7.1 Indemnification by Markel. Markel shall defend, indemnify and hold harmless HGTY and its Affiliates and each of their respective officers, directors, equityholders, employees, agents, successors and assigns, and the Insurer, from and against, and pay or reimburse each such person for, any and all Losses suffered by such persons to the extent arising out of or relating to (a) any breach of, or inaccuracy in, any of the representations or warranties made by Markel in this Agreement, (b) any breach or default in performance by Markel of any covenant, obligation or agreement of Markel contained in this Agreement, and (c) any Liability of the Insurer arising after January 1, 2014 and before the earlier of the Termination Date and the date of any acquisition of the Insurer by Hagerty pursuant to Section 5.5(a), if applicable, that does not arise out of or relate to the Business as conducted by the Insurer following January 1, 2014.

7.2 Indemnification by Hagerty. Hagerty shall defend, indemnify and hold harmless Markel and its Affiliates and each of their respective officers, directors, equityholders, employees, agents, successors and assigns from and against, and pay or reimburse each such person for, any and all Losses suffered by such persons to the extent arising out of or relating to (a) any breach of, or inaccuracy in, any of the representations or warranties made by HGTY or Hagerty in this Agreement, or (b) any breach or default in performance by HGTY or Hagerty of any covenant, obligation or agreement of HGTY or Hagerty contained in this Agreement. In the event that HGTY becomes the direct or indirect owner of one hundred percent (100%) of the issued and outstanding equity interests of Hagerty, HGTY shall become jointly and severally liable for the indemnification provided by Hagerty in this Section 7.2.

ARTICLE VIII
MISCELLANEOUS

8.1 Expenses. Except as otherwise provided in any of the Transaction Agreements, each Party shall pay its own costs, fees and expenses incurred in connection with the preparation and implementation of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, including the fees and expenses of their respective legal, accounting, financial and other advisors, regardless of whether the transactions contemplated hereby shall be consummated.

8.2 Relationship of the Parties. This Agreement shall not be deemed to constitute (i) the Hagerty Party an agent of Markel or (ii) Markel an agent of the Hagerty Party. This Agreement is not a partnership agreement and nothing in this Agreement shall be construed to establish a partnership between the Hagerty Party and Markel.

8.3 Public Announcements. Subject to applicable Law, neither the Hagerty Party nor Markel shall issue any press release or make any public disclosure regarding the transactions contemplated by the Transaction Agreements without the prior approval of Markel or the Hagerty Party, as applicable, which approval shall not be unreasonably withheld or delayed.

8.4 Notices. All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing and shall be given by delivery in person, by overnight courier service, by email (with confirmation of transmission) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses:

(a) if to Markel:

Markel Group Inc.
4521 Highwoods Parkway
Glen Allen, Virginia 23060
Telephone: 804-747-0136

Attention: Chief Legal Officer

Email: [email protected]

With a copy to:

Markel Service, Incorporated
4521 Highwoods Parkway
Glen Allen, Virginia 23060
Attention: Jeff May

Legal Regulatory

Email: [email protected]

[email protected]

(b) if to HGTY or Hagerty:

The Hagerty Group, LLC
141 River’s Edge Drive
Traverse City, Michigan 49684
Telephone: 312-401-7903
Attention: Chief Legal Officer
Email: [email protected]

or such other address or email as such Party may hereafter specify for the purpose by notice to the other Party hereto. All such notices, requests, claims, demands and other communications shall be deemed received (i) if by personal delivery, on the day of such delivery, (ii) if by certified or registered mail, on the fifth Business Day after the mailing thereof, (iii) if by overnight courier service, on the day delivered or (iv) if by email, on the day on which such email is sent if sent prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise, on the next succeeding Business Day in the place of receipt.

8.5 Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of the State of Missouri, without giving effect to any conflict of law provisions that would permit or require the application of the Laws of another jurisdiction.

8.6 Dispute Resolution; Consent to Jurisdiction; Waiver of Jury Trial.

(a) The Parties shall attempt in good faith to resolve any dispute (“Dispute”) arising out of or in connection with this Agreement or the transactions contemplated hereby promptly through negotiations between executive officers of the Parties.

(b) If the Parties are unable to resolve any Dispute, including a dispute as to the validity or existence of this Agreement, in accordance with Section 8.6(a) within thirty (30) days after the commencement of negotiations, then the procedures outlined in this Section 8.6(b) shall be followed in order to resolve the Dispute. Each Party waives its right to seek relief in any judicial forum.

(i) The Parties shall engage in a structured dispute-resolution process that consists of mandatory mediation which, if unsuccessful, may be followed by submitting

the Dispute to arbitration. The Parties must complete each level of the process outlined in this Section 8.6(b) before proceeding to the next level. Failure of a Party to participate in the structured dispute-resolution process in good faith shall constitute a separate breach of this Agreement, and shall entitle the non-breaching Party to recovery of all reasonable costs and attorney fees incurred in enforcing its rights hereunder.

(ii) The Party wishing to pursue the claim that has led to the Dispute must provide written notice to the other Parties containing a brief description of the claim. The Parties will then jointly select a mediator by informal agreement. If agreement cannot be reached on appointment of the mediator within thirty (30) days after notice of the claim has been given, the Parties will select a mediator from a panel provided by JAMS, Inc.

(iii) The mediator shall not have any direct financial or personal interest in the outcome of the mediation. The mediator shall be an active or retired disinterested executive officer of a property and casualty insurance or reinsurance company or an attorney with significant and demonstratable experience in the insurance or reinsurance industry. Before selection, mediator candidates shall disclose potential conflicts of interest.

(iv) After the mediator is selected, the Hagerty Party and Markel shall agree on a date, time and place for the mediation. However, if the Hagerty Party and Markel fail to agree, the mediator shall schedule the mediation on a Business Day during normal business hours. Unless the Parties agree otherwise, the mediation shall take place in Chicago, Illinois.

(v) Before the scheduled mediation, the Hagerty Party or Markel may provide the mediator with a brief written summary of the Dispute setting forth such Party’s position concerning all claims relating to such Dispute.

(vi) The Parties may be assisted or represented by an attorney. Each Party shall ensure that the mediation is attended by a representative of such Party with actual authority to engage in good faith discussions to resolve the Dispute. The mediation shall be a private and confidential meeting of the Parties and the mediator. Without the agreement of the Parties, no one may attend the mediation except the mediator, representatives of the Parties, and their attorneys.

(vii) The entire mediation process is confidential, except for the fact that the mediation process has taken place, and the Parties, their respective representatives and the mediator shall not disclose to any non-Party the subject of the mediation or any information about the mediation except as may be required by Law, for insurance purposes, or as necessary to enforce this Agreement to mediate. The mediator and any documents and information in the mediator’s possession shall not be subpoenaed by the Parties in any Action relating to the Dispute, and the Parties shall oppose any effort to have the mediator or any such documents or information subpoenaed. The Parties shall not be permitted to make a formal record or transcript, or use any electronic recording

device, at the mediation. However, any attendee may make handwritten notes during the mediation.

(viii) The Hagerty Party, on the one hand, and Markel, on the other hand, will share equally in the costs of the mediation; provided, that each Party will be responsible for its own attorneys’ fees and for costs and expenses incurred by its representatives in preparing for and attending the mediation.

(c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d) If the Parties are unable to resolve the Dispute at mediation, the Party bringing the applicable claim shall provide the other Parties with a written notice that mediation has been unsuccessful and inform such other Parties of its intent (if applicable) to proceed to arbitration in accordance with this Section 8.6(d). The arbitration-request notice must state in particulars all issues to be resolved in the view of the claimant. Within thirty (30) days of receipt of claimant’s notice, the other Parties must notify the claimant in writing of any additional issues to be resolved in the arbitration and of the name of its appointed Arbiter. Unless the Parties agree otherwise, the arbitration shall take place in Chicago, Illinois.

(i) Arbitration Panel Membership. Markel shall choose one arbiter (an “Arbiter”), and the Hagerty Party shall choose one Arbiter. An umpire (an “Umpire”) shall be chosen by the two Arbiters from a list of ten (10) candidates each (i.e., twenty (20) in total) proposed by Markel, on the one hand, and the Hagerty Party, on the other hand. Each Arbiter and the Umpire shall be an active or retired disinterested executive officer of a property and casualty insurance or reinsurance company or an attorney with significant and demonstratable experience in the insurance or reinsurance industry. The Arbiters and the Umpire shall not have any direct financial or personal interest in the outcome of the arbitration. Each of Markel, on the one hand, and the Hagerty Party, on the other hand, shall choose an Arbiter within thirty (30) days following a written request by the other Party to name an Arbiter. In the event either Markel or the Hagerty Party fails to choose an Arbiter within this time period, the Party who has chosen its Arbiter may choose the unchosen Arbiter. Thereafter, the Arbiters shall choose an Umpire before entering upon arbitration. If the Arbiters fail to agree upon the selection for the Umpire within thirty (30) days following their appointment, then from the Parties’ initial list of proposed ten (10) persons each to serve in this capacity, each of Markel, on the one hand, and the Hagerty Party, on the other hand, shall together continue each to propose groups of five (5) persons (for a total of ten (10) options) to the Arbiters from whom to choose the Umpire, until agreement by the Arbiters on the selection of Umpire has been achieved. The Umpire shall promptly notify in writing all Parties to the arbitration of his or her selection and of the scheduled date for the hearing. Upon resignation or death of any Arbiter or the Umpire, a replacement shall be appointed in the same fashion as the resigning or deceased member was appointed pursuant to this Section 8.6(d). As a

condition of their appointments, within ten (10) days after their appointment each Arbiter and the Umpire must certify in writing to the Parties that (1) he or she will be strictly bound by the terms of this Agreement, including the provisions of this Section 8.6(d); and (2) his or her schedule presents no scheduling conflict that would prevent the arbitration proceedings from taking place within the timelines and time restrictions set forth in this Section 8.6(d). If any Arbiter or Umpire fails to provide such a written certification, his or her appointment will be deemed terminated and a replacement must be named in a manner consistent with the procedures set forth in this Section 8.6(d).

(ii) Submission of Briefs and Conduct of Hearing. Each of Markel, on the one hand, and the Hagerty Party, on the other hand, shall submit initial briefs to the Arbiters and the Umpire outlining the issues in dispute, and the basis, authority and reasons for their respective positions within sixty (60) days of the date of the Umpire’s notice of appointment, unless the Parties mutually consent to or the Umpire orders a different date for the submission of the initial briefs. The Parties may submit reply briefs to the Arbiters and the Umpire within twenty (20) days after the filing deadline for the initial briefs, unless the Parties mutually consent to or the Umpire orders a different date for the submission of the reply briefs. In conducting the hearing, cross examination and rebuttal shall be allowed to the full extent permitted under the formal rules of evidence of the State of Missouri. The arbitration panel shall be guided by the formal rules of evidence of the State of Missouri. When the Arbiters and the Umpire look to substantive law, they must follow Missouri law.

(iii) Arbitration Award. The Arbiters and the Umpire shall make a decision and award based on the terms of this Agreement, the original intentions of the Parties to the extent reasonably ascertainable and the applicable substantive law of Missouri. The decision and award shall be in writing and shall state its factual and legal bases. The Arbiters and the Umpire shall make a decision and award within thirty (30) days following the close of the hearing, unless the Parties consent to an extension. Every decision by the Arbiters and the Umpire shall be by a majority of the members of the arbitration panel, and each decision and award by the majority of the members of the arbitration panel shall be final and binding on all parties to the proceeding.

(iv) Arbitration Expense. The costs of the arbitration, including the fees of the Arbiters and the Umpire, shall be borne equally by Markel, on the one hand, and the Hagerty Party, on the other hand, unless the Arbiters and the Umpire shall decide otherwise.

(v) Evidence. Subject to the recognized legal rules of privilege under Missouri law, each Party participating in the arbitration must produce those documents and as witnesses to the arbitration those of its employees and officers, providing always that the witnesses and documents be obtainable and relevant to the issues before the arbitration and that their production not be unduly burdensome or excessive. Each Party must produce within thirty (30) days after receipt of a written request all properly-requested documents required to be produced under this subparagraph that are in that Party’s

possession. Each Party must also use reasonable efforts to produce within thirty (30) days or as soon as possible thereafter all properly-requested documents required to be produced under this subparagraph that are not in the Party’s possession, but within their custody or control. The Parties may conduct pre-hearing discovery beginning fifteen (15) days following the submission to arbitration. In the event of any dispute between the Parties regarding the conduct or permissible scope of pre-hearing discovery, or in the event of a Party’s failure to produce documents in a reasonably timely manner, any Party may request the Umpire to resolve the dispute, and the Umpire shall resolve the dispute in the manner he or she determines in his or her sole discretion to be in the interest of fairness, full disclosure and a prompt hearing, decision and award by the arbitration panel but in accordance with the formal rules of evidence of the State of Missouri, including in the case of a Party’s failure to produce documents that are material to the subject matter of the dispute or take other required action in a reasonably timely manner, ordering a delay of the arbitration hearing, a modification of the arbitration briefing schedule, or both. The Umpire shall be the final judge of the procedures of the arbitration panel, the conduct of the arbitration, the rules of evidence, the rules of privilege and production, and of excessiveness and relevancy of any witnesses and documents upon the petition of any participating Party. To the extent permitted by applicable Law, the Arbiters and the Umpire shall have the authority to issue subpoenas and other orders to enforce their decisions. Nothing in this Section 8.6(d) shall be construed to prevent any participating Party from applying to the United States District Court for the Northern District of Illinois, to issue a subpoena or other discovery device to obtain evidence from any person or entity that is not a party to the arbitration.

(vi) Confirmation of Award. Any Party may apply to a court of competent jurisdiction for an order confirming any interim or final award, and a judgment of that court will thereupon be entered on such award. In the event an interim award is appealed, the arbitration proceeding will continue unless it is stayed by the court or the panel. If an order confirming the panel’s interim or final award is issued, the Party against which confirmation was sought will pay the attorneys’ fees and costs of the Party that applied to the court to confirm the panel’s award, and the Parties will consent to the entry of a judgment for those amounts against the Party opposing confirmation. This provision will not apply, however, where the Party against which confirmation is sought does not resist or prevails against such a confirmation petition.

8.7 Assignment. This Agreement and each and every covenant, term and condition hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, but neither this Agreement nor any rights hereunder shall be assignable directly or indirectly by any Party hereto without the prior written consent of the Hagerty Party or Markel, as applicable; provided, that Hagerty may assign any rights hereunder relating to the acquisition by Hagerty of all of the issued and outstanding capital stock of the Insurer to any Person without the prior written consent of Markel so long as any assignee of Hagerty agrees to be bound by the applicable terms of the Transaction Agreements. Any attempted assignment in violation of this Section 8.7 shall be void.

8.8 Third-Party Beneficiaries. Except as set forth in Section 7.1 and Section 7.2, none of the provisions of this Agreement shall confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the Parties and their respective permitted successors and assigns.

8.9 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that any non-performance or breach of this Agreement by any Party would not be adequately compensated by monetary damages alone and that the Parties would not have any adequate remedy at law. It is accordingly agreed that, notwithstanding anything to the contrary in Section 8.6, the Parties shall be entitled to seek and obtain injunctive or other equitable relief (including a temporary restraining order, a temporary injunction, a permanent injunction or specific performance) against the Hagerty Party or Markel, as applicable, or HGTY’s or Markel’s Affiliates, agents, assigns or successors for a breach or threatened breach of this Agreement. It is expressly understood by each of the Parties that this injunctive or other equitable relief shall not be the exclusive remedy for any breach of this Agreement and the non-breaching Party shall be entitled to seek any other relief or remedy that either may have by contract, statute, law or otherwise for any breach hereof.

8.10 Severability. If any term or provision of this Agreement is for any reason found invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity of any remaining portion, which shall remain in full force and effect as if the invalid portion was never a part of this Agreement when it was executed. If the severance of any such part of this Agreement materially affects any rights or obligations of the Parties hereunder, the Parties will negotiate in good faith to amend this Agreement in a manner satisfactory to the Parties.

8.11 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

8.12 Amendments; Waivers; etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of any of the Transaction Agreements, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of any of the Transaction Agreements or to exercise any right or privilege thereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder or thereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity.

8.13 Entire Agreement. Subject to Section 8.15, this Agreement shall, as of the date of execution hereof, supersede all previous representations, understandings or agreements, oral

or written, between the Parties with respect to the subject matter hereof, and together with the agreements and documents contemplated hereby, contains the entire understanding of the Parties with respect to the subject matter hereof. Terms included herein may not be contradicted by evidence of any prior oral or written agreement or of a contemporaneous oral or written agreement.

8.14 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

8.15 Applicability of this Agreement. Except as expressly set forth herein, (a) the First Amended Alliance Agreement shall continue to apply with respect to any claims or disputes resulting from any breach of the First Amended Alliance Agreement arising during the period commencing on the effective date thereof, to but excluding the date of the Second Amended Alliance Agreement, (b) the Second Amended Alliance Agreement shall continue to apply with respect to any claims or disputes resulting from any breach of the Second Amended Alliance Agreement arising during the period commencing on the effective date thereof, to but excluding the date of the Third Amended Alliance Agreement, (c) the Third Amended Alliance Agreement shall continue to apply with respect to any claims or disputes resulting from any breach of the Third Amended Alliance Agreement arising during the period commencing on the effective date thereof, to but excluding the date of the Fourth Amended Alliance Agreement, (d) the Fourth Amended Alliance Agreement shall continue to apply with respect to any claims or disputes resulting from any breach of the Fourth Amended Alliance Agreement arising during the period commencing on the effective date thereof, to but excluding the date of the Fifth Amended Alliance Agreement and (e) the Fifth Amended Alliance Agreement shall continue to apply with respect to any claims or disputes resulting from any breach of the Fifth Amended Alliance Agreement arising during the period commencing on the effective date thereof, to but excluding the date of this Agreement.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Agreement as of the date first written above.

HAGERTY, INC.

By:    /s/ McKeel Hagerty
Name:    McKeel O. Hagerty
Title:    Chief Executive Officer

THE HAGERTY GROUP, LLC

By:    /s/ McKeel Hagerty
Name:    McKeel O. Hagerty
Title:    Chief Executive Officer

MARKEL GROUP INC.

By: /s/ Michael Heaton

Name: Michael R. Heaton

Title: Executive Vice President and

Chief Operating Officer

Exhibit 10.2

SEVENTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THE HAGERTY GROUP, LLC

DATED AS OF JANUARY 1, 2026

THE LIMITED LIABILITY COMPANY INTERESTS IN THE HAGERTY GROUP, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

Table of Contents

Page

Section 1.1. Definitions 2

Section 1.2. Interpretive Provisions 15

ARTICLE II ORGANIZATION OF THE LIMITED LIABILITY COMPANY 16

Section 2.1. Formation 16

Section 2.2. Filing 16

Section 2.3. Name 16

Section 2.4. Registered Office; Registered Agent 16

Section 2.5. Principal Place of Business 16

Section 2.6. Purpose; Powers 16

Section 2.7. Term 16

Section 2.8. Intent 16

ARTICLE III OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS 17

Section 3.1. Authorized Units; General Provisions with Respect to Units 17

Section 3.2. Voting Rights 20

Section 3.3. Capital Contributions; Unit Ownership 21

Section 3.4. Capital Accounts 22

Section 3.5. Other Matters 22

Section 3.6. Redemption of Units 23

ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES 24

Section 4.1. Profits and Losses 24

Section 4.2. Special Allocations 24

Section 4.3. Allocations for Tax Purposes in General 28

Section 4.4. Other Allocation Rules 29

Section 4.5. Rights of Series A Preferred Units 29

ARTICLE V DISTRIBUTIONS 30

Section 5.1. Distributions 30

Section 5.2. Tax-Related Distributions 32

Section 5.3. Distribution Upon Withdrawal 33

ARTICLE VI MANAGEMENT 33

Section 6.1. The Managing Member; Fiduciary Duties 33

Section 6.2. Indemnification; Exculpation 34

Section 6.3. Maintenance of Insurance or Other Financial Arrangements 35

Section 6.4. Resignation and Replacement of Managing Member 35

Section 6.5. No Inconsistent Obligations 36

Section 6.6. Reclassification Events of PubCo 36

Section 6.7. Certain Costs and Expenses 36

ARTICLE VII ROLE OF MEMBERS 36

Section 7.1. Rights or Powers 36

Section 7.2. Voting 37

Section 7.3. Various Capacities 38

ARTICLE VIII TRANSFERS OF INTERESTS 38

Section 8.1. Restrictions on Transfer 38

Section 8.2. Notice of Transfer 39

Section 8.3. Transferee Members 39

Section 8.4. Legend 40

ARTICLE IX ACCOUNTING; CERTAIN TAX MATTERS 40

Section 9.1. Books of Account 40

Section 9.2. Tax Elections 40

Section 9.3. Tax Returns; Information 41

Section 9.4. Company Representative 42

Section 9.5. Withholding Tax Payments and Obligations 42

ARTICLE X DISSOLUTION AND TERMINATION 44

Section 10.1. Liquidating Events 44

Section 10.2. Procedure 44

Section 10.3. Rights of Members 45

Section 10.4. Notices of Dissolution 46

Section 10.5. Reasonable Time for Winding Up 46

Section 10.6. No Deficit Restoration 46

ARTICLE XI GENERAL 46

Section 11.1. Amendments; Waivers 46

Section 11.2. Further Assurances 47

Section 11.3. Successors and Assigns 47

Section 11.4. Certain Representations by Members 47

Section 11.5. Entire Agreement 47

Section 11.6. Rights of Members Independent 48

Section 11.7. Governing Law 48

Section 11.8. Jurisdiction and Venue 48

Section 11.9. Headings 48

Section 11.10. Counterparts 48

Section 11.11. Notices 49

Section 11.12. Representation By Counsel; Interpretation 49

Section 11.13. Severability 49

Section 11.14. Expenses 49

Section 11.15. Waiver of Jury Trial 49

Section 11.16. No Third Party Beneficiaries 50

EXHIBIT A Members Unit Ownership Table A-1

EXHIBIT B Amended and Restated Exchange Agreement B-1

SEVENTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THE HAGERTY GROUP, LLC

This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of January 1, 2026, by and among The Hagerty Group, LLC, a Delaware limited liability company (the “Company”), Hagerty, Inc., a Delaware corporation (“PubCo”), Hagerty Holding Corp., a Delaware corporation (“HHC”), Markel Group Inc. (f/k/a Markel Corporation), a Virginia corporation (“Markel”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

RECITALS

WHEREAS, the Company was formed under the provisions of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”), as a result of the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on September 23, 2009;

WHEREAS, at formation the Company adopted a Limited Liability Company Agreement, which has been amended and restated several times to date, including in connection with: the admission of HHC and Markel as members of the Company on March 17, 2019; the admission of PubCo as a member of the Company in connection with the transactions (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of August 17, 2021 (the “Business Combination Agreement”); the admission of certain members of Broad Arrow Group, Inc. (the “BAG Members”) as members of the Company in connection with the transactions contemplated by that certain Contribution and Exchange Agreement, dated as of August 9, 2022 (the “BAG Contribution and Exchange Agreement”); that certain Securities Purchase Agreement, dated as of June 23, 2023 (the “Securities Purchase Agreement”) where, among other things, certain investors agreed to purchase from PubCo, and PubCo agreed to sell to such investors, 8,483,561 Series A Preferred Shares of PubCo for an aggregate purchase price of $80.0 million, and the Members elected to authorize and issue a new class of Series A Preferred Units to PubCo; and a statement of the Units owned by each of the Members, as of September 30, 2025, which is set forth on Exhibit A;

WHEREAS, prior to the date hereof, the Company was governed by the Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 18, 2023 (the “Sixth Amended and Restated LLC Agreement”);

WHEREAS, effective as of the date hereof, the Company, PubCo and Markel entered in into that certain Sixth Amended and Restated Master Alliance Agreement (the “Alliance

Agreement”), which, among other things, contemplates that the Alliance Business (as defined in the Alliance Agreement) will be conducted on a fully reinsured basis; and

WHEREAS, the Managing Member and the Members holding greater than 50% of the outstanding Units (as defined in the Sixth Amended and Restated LLC Agreement) held by Members other than PubCo desire to amend and restate the Sixth Amended and Restated LLC Agreement and adopt this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. As used in this Agreement and the Schedules and Exhibits attached to this Agreement, the following definitions shall apply:

“501(c) Organization” means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code (or any successor provision thereto).

“Accrued Distribution” has the meaning set forth in Section 5.1(a).

“Accrued Value” means with respect to each Series A Preferred Unit as of any determination date, the sum, subject to appropriate adjustment in the event of any unit distribution, unit split, combination or other similar recapitalization with respect to the Series A Preferred Unit, of (i) the Series A Purchase Price (as defined in the Certificate of Designations), plus (ii) the aggregate amount of any Accrued Distributions on such Series A Preferred Unit as of such date.

“Act” has the meaning given to such term in the recitals to this Agreement.

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.

“Adjusted Basis” has the meaning given such term in Section 1011 of the Code.

“Adjusted Capital Account Deficit” means the deficit balance, if any, in such Member’s Capital Account at the end of any Fiscal Year or other taxable period, with the following adjustments:

(a) credit to such Capital Account any amount that such Member is obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account thereunder any changes during such year in Company Minimum Gain and Member Minimum Gain; and

(b) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For these purposes, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided that, for purposes of this Agreement, (a) no Member shall be deemed an Affiliate of the Company or any of its Subsidiaries and (b) none of the Company or any of its Subsidiaries shall be deemed an Affiliate of any Member.

“Agreement” is defined in the preamble to this Agreement.

“Alliance Agreement” has the meaning given to such term in the recitals to this Agreement.

“Amended and Restated Exchange Agreement” means that certain amended and restated exchange agreement, dated as of March 23, 2022, by and among PubCo, the Company, HHC, Markel and such other Persons from time to time party thereto, as the same may be amended, supplemented or restated from time to time, attached hereto as Exhibit B.

“Annual Dividend Date” means each annual anniversary of the date hereof.

“Annual Rate” means 7.0% per annum.

“BAG Contribution and Exchange Agreement” has the meaning given to such term in the recitals to this Agreement.

“BAG Members” has the meaning given to such term in the recitals to this Agreement.

“beneficially own” and “beneficial owner” has the meaning given to such term in Rule 13d-3 of the rules promulgated under the Exchange Act.

“Board” means the board of directors of PubCo.

“Business” means (a) the automotive lifestyle, brand, membership, roadside assistance, media, content and valuation businesses and personal and commercial collector vehicle and other collectible insurance business, (b) ancillary businesses relating to the preservation, safety and enjoyment of vehicles, boats and collectibles and (c) any other business in which the Company and its Subsidiaries are engaged.

“Business Combination” has the meaning given to such term in the recitals to this Agreement.

“Business Combination Agreement” has the meaning given to such term in the recitals to this Agreement.

“Business Combination Registration Rights Agreement” means the Registration Rights Agreement, by and among PubCo and the Members, entered into concurrently with the closing of the Business Combination.

“Business Day” means any day (other than a Saturday or Sunday) on which commercial banks in the city of the Company’s principal place of business are generally open for business.

“Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with Section 3.4.

“Capital Contribution” means, with respect to any Member, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed to the Company by such Member. Any reference to the Capital Contribution of a Member will include any Capital Contributions made by a predecessor holder of such Member’s Units to the extent that such Capital Contribution was made in respect of Units Transferred to such Member.

“Cash Distribution” has the meaning set forth in Section 5.1(a).

“Certificate of Designations” means that certain Certificate of Designations, Preferences and Rights filed with the Secretary of State of the State of Delaware in connection with the closing of the Securities Purchase Agreement.

“Change of Control” means the occurrence of any of the following events or series of events:

(a) any Person (excluding a corporation or other entity owned, directly or indirectly, by the shareholders of PubCo in substantially the same proportions as their ownership of PubCo Shares and excluding the Members and their Affiliates) is or becomes the beneficial owner, directly or indirectly, of securities of PubCo representing greater voting power of PubCo than the voting power of PubCo held by HHC at such time;

(b) there is consummated a merger or consolidation of PubCo with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of PubCo immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(c) the shareholders of PubCo approve a plan of complete liquidation or dissolution of PubCo or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by PubCo of all or

substantially all of PubCo’s assets, other than such sale or other disposition by PubCo of all or substantially all of PubCo’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of PubCo in substantially the same proportions as their ownership of PubCo immediately prior to such sale.

“Change of Control Exchange Date” is defined in Section 3.6.

“Charitable Trust” means a trust that is a 501(c) Organization (whether a determination letter with respect to such exemption is issued before, at or after the date hereof), and further includes any successor entity that is a 501(c) Organization upon a conversion of, or transfer of all or substantially all of the assets of, a Charitable Trust to such successor entity (whether a determination letter with respect to such successor’s exemption is issued before, at or after the conversion date).

“Class A Shares” means, as applicable, (a) the Class A Common Stock, par value $0.0001 per share, of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class A Shares or into which the Class A Shares is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Class V Shares” means, as applicable, (a) the Class V Common Stock, par value $0.0001 per share, of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Class V Shares or into which the Class V Shares is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Common Units” means all Units of the Company other than the Series A Preferred Units or any other specifically designated Unit of the Company.

“Company” is defined in the preamble to this Agreement.

“Company Level Taxes” means any U.S. federal, state, or local taxes, additions to tax, penalties, and interest payable by the Company or any of its Subsidiaries as a result of any examination of the Company’s or any of its Subsidiaries’ affairs by any U.S. federal, state, or local tax authorities, including resulting administrative and judicial proceedings under the Partnership Tax Audit Rules.

“Company Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Treasury Regulations Section 1.704-2(b)(2), including the requirement that if the adjusted Gross Asset Value of property subject to one or more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.

“Company Representative” has the meaning assigned to the term “partnership representative” in Section 6223 of the Code and any “designated individual,” if applicable, as defined in the Treasury Regulations promulgated thereunder (including, in each case, any similar capacity or role under relevant state or local law), as appointed pursuant to Section 9.4.

“Contract” means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Covered Audit Adjustment” means an adjustment to any partnership-related item (within the meaning of Section 6241(2) (B) of the Code) to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code or any analogous provision of state or local Law.

“Covered Person” is defined in Section 6.2(a).

“Debt Securities” means any and all debt instruments or debt securities that are not convertible or exchangeable into Equity Securities of PubCo.

“Depreciation” means, for each Fiscal Year or other taxable period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Fiscal Year or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property the Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other taxable period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other taxable period bears to such beginning Adjusted Basis; provided, however, that if the Adjusted Basis for U.S. federal income tax purposes of an asset at the

beginning of such Fiscal Year or other taxable period is zero, Depreciation with respect to such asset shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

“DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time (or any corresponding provisions of succeeding law).

“Discount” means any underwriters’ discounts or commissions and brokers’ fees or commissions.

“Equity Securities” means (a) with respect to a partnership, limited liability company or similar Person, any and all units, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights or other ownership interests and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Excess Tax Amount” is defined in Section 9.5(c).

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

“Exchange Transaction” means an exchange of (i) Common Units and Class V Shares for Class A Shares pursuant to, and in accordance with, the Amended and Restated Exchange Agreement; or (ii) Common Units for Class A Shares pursuant to, and in accordance with, the BAG Contribution and Exchange Agreement.

“Fair Market Value” means the fair market value of any property as reasonably determined by the Managing Member after taking into account such factors as the Managing Member shall deem appropriate.

“Family Member” means a spouse, sibling or spouse of a sibling, lineal descendant (whether natural or adopted) or spouse of a lineal descendant, or any trust created for the benefit of any such individual or of which any of the foregoing is a beneficiary.

“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time, and all rules and regulations promulgated thereunder.

“Fiscal Year” means the fiscal year of the Company, which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

“GAAP” means U.S. generally accepted accounting principles at the time.

“Governmental Entity” means any federal, national, supranational, state, provincial, local, foreign or other government, governmental, stock exchange, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Gross Asset Value” means, with respect to any asset, the asset’s Adjusted Basis for U.S. federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset as of the date of such contribution;

(b) the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b) (2)(ii)(g)(1), (iv) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a noncompensatory option (including a Series A Preferred Conversion) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); or (v) any other event to the extent determined by the Managing Member to be permitted and necessary or appropriate to properly reflect Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q); provided, however, that adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any noncompensatory options are outstanding upon the occurrence of an event described in this subsection (b)(i) through (b)(v), the Company shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);

(c) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of such distribution;

(d) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the Adjusted Basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subsection (f) in the definition of

“Profits” or “Losses” below or Section 4.2(h); provided, however, that the Gross Asset Value of a Company asset shall not be adjusted pursuant to this subsection (d) to the extent the Managing Member determines that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and

(e) if the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this definition of Gross Asset Value, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits, Losses, and other items allocated pursuant to Article IV.

“HHC” is defined in the preamble to this Agreement.

“Indebtedness” of a Person means (a) all obligations of such Person for borrowed money (including capitalized lease obligations, sale-leaseback transactions or other similar transactions, however evidenced), (b) any other obligations in respect of principal or interest of such Person that is evidenced by a note, bond, debenture, draft or similar instrument, and (c) lines of credit and any other agreements relating to the borrowing of money or extension of credit.

“Interest” means the entire interest of a Member in the Company, including the Units and all of such Member’s rights, powers and privileges under this Agreement and the Act.

“Investment Company Act” means the Investment Company Act of 1940, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

“Law” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental Entity.

“Legal Action” is defined in Section 11.8.

“Liability” means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

“Liquidating Event” is defined in Section 10.1.

“Managing Member” means PubCo, in its capacity as sole managing member of the Company. The Managing Member shall be the “manager” of the Company for the purposes of the Act.

“Markel” is defined in the preamble to this Agreement.

“Member” means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an additional or substituted Member, in each case, that has not made a disposition of such Person’s entire Interest.

“Member Minimum Gain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or decrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and 1.704-2(g)(3).

“Member Nonrecourse Debt” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Deductions” has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“National Securities Exchange” means an exchange registered with the Commission under the Exchange Act.

“Nonrecourse Deductions” has the meaning assigned that term in Treasury Regulations Section 1.704-2(b).

“Nonrecourse Liability” is defined in Treasury Regulations Section 1.704-2(b)(3).

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, together with any final or temporary Treasury Regulations, Revenue Rulings, and case law interpreting Sections 6221 through 6241 of the Code (and any analogous provision of state or local tax Law).

“Per Unit Capital Amount” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any class of Units held by a Member.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time.

“Proceeding” is defined in Section 6.2(a).

“Profits” or “Losses” means, for each Fiscal Year or other taxable period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) any income or gain of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(c) if the Gross Asset Value of any Company asset is adjusted pursuant to subsection (b) or (c) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the Company asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section 4.2, be taken into account for purposes of computing Profits or Losses;

(d) gain or loss resulting from any disposition of Company assets with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(f) to the extent an adjustment to the adjusted tax basis of any asset pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(g) any items of income, gain, loss or deduction that are specifically allocated pursuant to the provisions of Section 4.2 shall not be taken into account in computing Profits or Losses for any taxable year, but such items available to be specially allocated pursuant to Section 4.2 will be determined by applying rules analogous to those set forth in subsections (a) through (f) above.

“Property” means all real and personal property owned by the Company from time to time, including both tangible and intangible property.

“PubCo” is defined in the preamble to this Agreement.

“PubCo Approved Change of Control” means any Change of Control specified in clause (b) of the definition thereof that meets the following conditions: (i) such Change of Control was duly approved by the Board and the holders of the PubCo Shares prior to such

Change of Control, (ii) such Change of Control results in an early termination of and acceleration of payments under the Tax Receivable Agreement, and (iii) the terms of such Change of Control provide for the consideration for the Units in such Change of Control to consist solely of (A) freely and immediately tradeable common equity securities of an issuer listed on a national securities exchange or (B) cash.

“PubCo Shares” means all shares of stock in PubCo, including the Class A Shares, the Class V Shares and the Series A Preferred Shares.

“PubCo Tax-Related Liabilities” means (a) any aggregate federal, state, local, and non-U.S. tax obligations (including any Company Level Taxes for which PubCo is liable hereunder) owed by PubCo and (b) any obligations under the Tax Receivable Agreement payable by PubCo.

“Public Offering” means an underwritten offering and sale of Equity Securities to the public pursuant to a registration statement, including a “bought” deal or “overnight” public offering.

“Qualified Entity” means, with respect to a Qualified Holder: (i) a Qualified Trust solely for the benefit of (A) such Qualified Holder, or (B) one or more Family Members of such Qualified Holder; (ii) any general partnership, limited partnership, limited liability company, corporation, public benefit corporation or other entity with respect to which Voting Control is held by or which is wholly owned, individually or collectively, by (A) such Qualified Holder, (B) one or more Family Members of such Qualified Holder or (C) any other Qualified Entity of such Qualified Holder; (iii) any Charitable Trust validly created by a Qualified Holder; (iv) a revocable living trust, which revocable living trust is itself both a Qualified Trust and a Qualified Holder, during the lifetime of the natural person grantor of such trust; and (v) any 501(c) Organization or Supporting Organization over which (A) such Qualified Holder, (B) one or more Family Members of such Qualified Holder or (C) any other Qualified Entity of such Qualified Holder, individually or collectively, control the appointment of a majority of all trustees, board members, or members of a similar governing body, as applicable.

“Qualified Holder” means (i) HHC, (ii) Markel, or (iii) a Qualified Transferee of the foregoing.

“Qualified Transfer” means any Transfer of Units: (i) by a Qualified Holder (or the estate of a deceased Qualified Holder) to (A) one or more Family Members of such Qualified Holder or (B) any Qualified Entity of such Qualified Holder; (ii) by a Qualified Entity of a Qualified Holder to (A) such Qualified Holder or one or more Family Members of such Qualified Holder or (B) any other Qualified Entity of such Qualified Holder; or (iii) by a Qualified Holder that is a natural person or revocable living trust to a 501(c) Organization or a Supporting Organization, as well as any Transfer by a 501(c) Organization to a Supporting Organization of which such 501(c) Organization (x) is a supported organization (within the meaning of Section 509(f)(3) of the Internal Revenue Code (or any successor provision thereto)), and (y) has the power to appoint a majority of the board of directors, in each case solely so long as such 501(c) Organization or such Supporting Organization, as applicable, irrevocably elects, no later than the time such share of Class V Shares is Transferred to it, that such share of Class V

Shares shall automatically be converted into Class A Shares upon the death of such Qualified Holder or the natural person grantor of such Qualified Holder.

“Qualified Transferee” means a Transferee of Units received in a Transfer that constitutes a Qualified Transfer.

“Qualified Trust” means a bona fide trust where each trustee is (i) a Qualified Holder, (ii) a Family Member of a Qualified Holder or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies, accounting, legal or financial advisor, or bank trust departments.

“Reclassification Event” means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than as a result of a subdivision or combination or any transaction subject to Section 3.1(g)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

“Redemption” means any redemption of Units pursuant to this Agreement.

“Regulatory Allocations” is defined in Section 4.2(i).

“Securities Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the date hereof, entered into by and among the Buyers (as defined therein) and PubCo, pursuant to which the Buyers have agreed, among other things, to purchase from PubCo, and PubCo has agreed, among other things, to sell to the Buyers, 8,483,561 Series A Preferred Shares, for an aggregate purchase price of $80.0 million.

“Securities Purchase Registration Rights Agreement” means the Registration Rights Agreement, by and among PubCo and the Buyers (as defined therein), entered into concurrently with the closing of the Securities Purchase Agreement.

“Series A Liquidation Value” has the meaning set forth in Section 10.2(b)(iii).

“Series A Preferred Contribution Amount” is equal to the Series A Purchase Price (as defined in the Certificate of Designations) multiplied by the number of shares of purchased preferred stock as determined under the Securities Purchase Agreement.

“Series A Preferred Conversion” has the meaning set forth in Section 4.5(c).

“Series A Preferred Shares” means, as applicable, (a) the Series A Preferred Stock, or (b) following any consolidation, merger, reclassification or other similar event involving PubCo,

any shares or other securities of PubCo or any other Person or cash or other property that become payable in consideration for the Series A Preferred Shares or into which the Series A Preferred Shares is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event

“Series A Preferred Stock” means the shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of PubCo.

“Series A Preferred Units” means a Unit designated as a “Series A Preferred Unit” and having the rights and obligations specified with respect to the Series A Preferred Units in this Agreement.

“Sixth Amended and Restated LLC Agreement” has the meaning given to such term in the recitals to this Agreement.

“Subsidiary” means, with respect to any specified Person, any other Person with respect to which such specified Person (a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Person’s Equity Securities.

“Supporting Organization” means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) and described in Section 509(a)(3) of the Internal Revenue Code (or any successor provision thereto).

“Tax Contribution Obligation” is defined in Section 9.5(c).

“Tax Offset” is defined in Section 9.5(c).

“Tax Receivable Agreement” means that certain tax receivable agreement, dated as of December 2, 2021, by and among PubCo, the Company, HHC, Markel and such other persons from time-to-time party thereto, as the same may be amended, supplemented or restated from time to time.

“Tax-Related Liabilities” means an amount, as determined in good faith by the Managing Member, equal to aggregate federal, state, local, and non-U.S. tax payable by direct or indirect holders of equity interests in the Company on the taxable income attributable to the Company or any of its direct or indirect Subsidiaries, assuming the applicability of the highest marginal U.S. federal, state, and local income tax rates.

“Trading Market” means any of the following markets or exchanges on which the Class A Shares is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer” means, when used as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or

otherwise), transfer, sale, pledge or hypothecation (other than a bona fide pledge to secure indebtedness) or other disposition and, when used as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by operation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of; provided, however, that, notwithstanding anything in this Agreement to the contrary, the transfer of Equity Securities in Markel or any direct or indirect owner thereof shall not be deemed a Transfer for any purpose of this Agreement. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of Delaware.

“Units” means the Common Units, the Series A Preferred Units and any other class of Units issued or purchased pursuant to the terms of this Agreement and shall also include any Equity Security of the Company issued in respect of or in exchange for Units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

“Voting Control” with respect to any Person, means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise and, in any event and without limiting the generality of the foregoing, any Person owning a majority of the voting power of the voting securities of another Person shall be deemed to have voting control of that Person.

“Winding-Up Member” is defined in Section 10.2(a).

Section 1.2. Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) all accounting terms not otherwise defined herein have the meanings assigned under GAAP;

(b) all references to currency, monetary values and dollars set forth herein mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars;

(c) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(d) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;

(e) “or” is disjunctive and is not exclusive;

(f) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

(g) references to any Law shall include any successor legislation and all rules and regulations promulgated thereunder as in effect from time to time in accordance with the terms thereof and references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law as amended from time to time;

(h) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified, and when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

ARTICLE II

ORGANIZATION OF THE LIMITED LIABILITY COMPANY

Section 2.1. Formation. The Company has been formed as a limited liability company subject to the provisions of the Act upon the terms, provisions and conditions set forth in this Agreement.

Section 2.2. Filing. The Company’s Certificate of Formation has been filed with the Secretary of State of the State of Delaware in accordance with the Act. The Members shall execute such further documents (including amendments to such Certificate of Formation) and take such further action as is appropriate to comply with the requirements of Law for the formation or operation of a limited liability company in Delaware and in all states and counties where the Company may conduct its business.

Section 2.3. Name. The name of the Company is “THE HAGERTY GROUP, LLC” and all business of the Company shall be conducted in such name or, in the discretion of the Managing Member, under any other name.

Section 2.4. Registered Office; Registered Agent. The location of the registered office of the Company and the name and address for service of process on the Company in the State of Delaware are as set forth in the Company’s Certificate of Formation, or such other office, qualified Person or address, as applicable, as the Managing Member may designate from time to time.

Section 2.5. Principal Place of Business. The principal place of business of the Company shall be located in such place as is determined by the Managing Member from time to time.

Section 2.6. Purpose; Powers. The nature of the business or purposes to be conducted or promoted by the Company is to engage in the Business and any other lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purpose.

Section 2.7. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue indefinitely. The Company may be dissolved and its affairs wound up only in accordance with Article X.

Section 2.8. Intent. It is the intent of the Members that the Company be operated in a manner consistent with its treatment as a “partnership” solely for U.S. federal (and applicable state and local) income tax purposes. It is also the intent of the Members that the Company not be operated or treated as a “partnership” for any other purpose, including for purposes of Section 303 of the Federal Bankruptcy Code. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.8.

ARTICLE III

OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 3.1. Authorized Units; General Provisions with Respect to Units.

(a) Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time such number of Units and such other Equity Securities as the Managing Member shall determine in accordance with Section 3.3. Each authorized Unit may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to options and warrants. The Company may reissue any Units (but not Series A Preferred Units) that have been repurchased or acquired by the Company.

(b) Except to the extent explicitly provided otherwise herein (including Section 3.3), each outstanding Common Unit shall have identical rights and privileges in all

respects and each outstanding Series A Preferred Unit shall have identical rights and privileges in all respects.

(c) Initially, none of the Units will be represented by certificates. If the Managing Member determines that it is in the interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented by those certificates, and this Agreement shall be amended as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained in this Section 3.1(c) shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise permitted under this Agreement.

(d) The total number of Units issued and outstanding and held by each Member as of the date hereof is set forth in the books and records of the Company. The Company shall update such books and records from time to time to reflect any Transfers of Interests in accordance with this Agreement, the issuance of additional Equity Securities and, subject to Section 11.1(a), subdivisions or combinations of Units made in compliance with Section 3.1(g), in each case, in accordance with the terms of this Agreement.

(e) If, at any time after the date hereof, PubCo issues a Class A Share or any other Equity Security of PubCo (other than Class V Shares), other than in connection with an Exchange Transaction, (i) PubCo shall concurrently contribute to the Company the net proceeds (in cash or other property, as the case may be), if any, received by PubCo for such Class A Share or other Equity Security and (ii) the Company shall concurrently issue to PubCo, in accordance with the contributions made pursuant to clause (i), one Common Unit (if PubCo issues a Class A Share), or such other Equity Security of the Company (if PubCo issues Equity Securities other than Class A Shares) corresponding to the Equity Securities issued by PubCo, and with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of PubCo to be issued. If PubCo issues any Equity Security for cash to be used to fund the acquisition by PubCo of any Person or the assets of any Person, then PubCo shall not be required to transfer such cash proceeds to the Company but instead PubCo shall be required to contribute such Person or the assets and liabilities of such Person to the Company or any of its Subsidiaries. Notwithstanding the foregoing, this Section 3.1(e) shall not apply to the issuance and distribution to holders of PubCo shares of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholders rights plan (and upon any redemption of Common Units for Class A Shares, such Class A Shares will be issued together with a corresponding right under such plan), or to the issuance under PubCo’s employee benefit plans of any warrants, options, other rights to acquire Equity Securities of PubCo or rights or property that may be converted into or settled in Equity Securities of PubCo, but shall in

each of the foregoing cases apply to the issuance of Equity Securities of PubCo in connection with the exercise or settlement of such rights, warrants, options or other rights or property, which shall be undertaken so as to comply with the provisions of Treasury Regulations Section 1.1032-3 and deemed to occur for U.S. federal (and applicable state and local) income tax purposes as provided therein. The Company may not issue any additional Common Units to PubCo unless substantially simultaneously therewith PubCo issues or sells an equal number of newly issued Class A Shares to another Person, the Company may not issue any additional Series A Preferred Units to PubCo unless substantially simultaneously therewith PubCo issues or sells an equal number of newly issued Series A Preferred Shares to another Person, and the Company may not issue any other Equity Securities of the Company to PubCo unless substantially simultaneously PubCo issues or sells, to another Person, an equal number of newly issued shares of a new class or series of Equity Securities of PubCo or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of the Company. If at any time PubCo issues Debt Securities, PubCo shall transfer to the Company (in a manner to be determined by the Managing Member in its reasonable discretion) the proceeds received by PubCo in exchange for such Debt Securities in a manner that directly or indirectly burdens the Company with the repayment of the Debt Securities. If any Equity Security outstanding at PubCo is exercised or otherwise converted and, as a result, any Equity Securities of PubCo are issued, (1) the corresponding Equity Security outstanding at the Company shall be similarly exercised or otherwise converted, as applicable, and an equivalent number of Equity Securities of the Company shall be issued to PubCo as contemplated by the first sentence of this Section 3.1(e), and (2) PubCo shall concurrently contribute to the Company the net proceeds received by PubCo from any such exercise.

(f) PubCo may not redeem, repurchase or otherwise acquire (i) any Class A Shares (including upon forfeiture of any unvested Class A Shares) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from PubCo an equal number of Common Units for the same price per security, (ii) any Series A Preferred Shares unless simultaneously the Company redeems, repurchases or otherwise acquires from PubCo an equal number of Series A Preferred Units for the same price per security, or (iii) any other Equity Securities of PubCo, unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from PubCo an equal number of Equity Securities of the Company of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of PubCo for the same price per security. The Company may not redeem, repurchase or otherwise acquire (x) any Common Units from PubCo unless substantially

simultaneously PubCo redeems, repurchases or otherwise acquires an equal number of Class A Shares for the same price per security from holders thereof, (y) any Series A Preferred Units from PubCo unless substantially simultaneously PubCo redeems, repurchases or otherwise acquires an equal number of Series A Preferred Shares for the same price per security from holders thereof, or (z) any other Equity Securities of the Company from PubCo unless substantially simultaneously PubCo redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity Securities of PubCo of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of PubCo. Notwithstanding the foregoing, to the extent that any consideration payable by PubCo in connection with the redemption or repurchase of any Equity Securities of PubCo consists (in whole or in part) of Equity Securities, then the redemption or repurchase of the corresponding Equity Securities of the Company shall be effectuated in an equivalent manner.

(g) The Company shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) (i) of the outstanding Equity Securities of the Company unless accompanied by an identical subdivision or combination, as applicable, of the outstanding PubCo Shares, with corresponding changes made with respect to any other exchangeable or convertible securities or (ii) of the Series A Preferred Units that is not accompanied by an identical subdivision or combination of Series A Preferred Shares to maintain at all times the One-to-One Ratio, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Series A Preferred Units owned by PubCo, directly or indirectly, and the number of outstanding of Series A Preferred Shares, as contemplated by the first sentence of Section 3.3(c). Unless in connection with any action taken pursuant to Section 3.1(j), PubCo shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding PubCo Shares unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Common Units, with corresponding changes made with respect to any other exchangeable or convertible securities.

(h) PubCo shall at all times keep available, solely for the purpose of Exchange Transactions and any Series A Preferred Conversions, out of its authorized but unissued Class A Shares, such number of Class A Shares that shall be issuable upon the exchange pursuant to an Exchange Transaction of all outstanding Common Units (other than those Common Units held by PubCo) and upon all Series A Preferred Conversions. PubCo covenants that all Class A Shares that

shall be issued in an Exchange Transaction or the Series A Preferred Conversions shall, upon issuance thereof, be validly issued, fully paid and non-assessable. In addition, for so long as the Class A Shares are listed on a National Securities Exchange, PubCo shall use its reasonable best efforts to cause all Class A Shares issued in an Exchange Transaction or in a Series A Preferred Conversion to be listed on such National Securities Exchange at the time of such issuance.

(i) Notwithstanding any other provision of this Agreement, the Company may redeem Units from PubCo for cash to fund any acquisition by PubCo of another Person; provided that promptly after such redemption and acquisition PubCo contributes or causes to be contributed, directly or indirectly, such Person or the assets and liabilities of such Person to the Company or any of its Subsidiaries in exchange for a number of Units equal to the number of Units so redeemed.

(j) Notwithstanding any other provision of this Agreement (including Section 3.1(e)), if PubCo acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates (including as a result of the receipt of distributions pursuant to Section 5.2 for any period in excess of the PubCo Tax-Related Liabilities for such period), PubCo and the Managing Member may use such excess cash amount in such other manner, and make such other adjustments to or take such other actions with respect to the capitalization of PubCo and the Company and to the one-to-one exchange ratio between Common Units and Class A Shares, as PubCo determines to be fair and equitable to the shareholders of PubCo and to the Members and to preserve the intended economic effect of this Section 3.1 and the other provisions hereof.

Section 3.2. Voting Rights. No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the Act and for matters expressly requiring the approval of Members under this Agreement. Except as otherwise required by the Act, each Unit will entitle the holder thereof to one vote on all matters to be voted on by the Members as provided for in this Agreement. Except as otherwise expressly provided in this Agreement, the holders of Common Units having voting rights will vote together as a single class on all matters to be approved by the Members.

Section 3.3. Capital Contributions; Unit Ownership.

(a) Capital Contributions. Except as otherwise set forth in Section 3.1 with respect to the obligations of PubCo, no Member shall be required to make additional Capital Contributions.

(b) Issuance of Additional Interests. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 3.1, Series A Preferred Units, additional Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and

privileges may be senior to the Common Units), and (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Equity Securities in the Company; provided that, at any time following the date hereof, the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the reasonable discretion of the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall update the Company’s books and records to reflect such additional issuances. To the extent any Series A Preferred Units are issued under this Section 3.3(b), such series of Units shall be substantially economically equivalent to a series of preferred stock of PubCo; provided, that as long as there are any Members (other than PubCo and its Subsidiaries) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such series of Units if the Company were liquidated immediately after the issuance of such series of Units. Subject to Section 11.1, the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Equity Securities in the Company pursuant to this Section 3.3(b); provided that, notwithstanding the foregoing, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (including Section 11.1) if such amendment is necessary, and then only to the extent necessary, in order to consummate any offering of PubCo Shares or other Equity Securities of PubCo provided that the designations, preferences, rights, powers and duties of any such additional Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such PubCo Shares or other Equity Securities of PubCo.

(c) Maintenance of One-to-One Ratio. Except as otherwise determined by the Managing Member, the Company, the Managing Member and PubCo shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Units, the Class A Shares, the Class V Shares, or the Series A Preferred Shares, as applicable, to maintain at all times (i) a one-to-one ratio between the number of Series A Preferred Units owned by PubCo, directly or indirectly, and the number of outstanding Series A Preferred Shares, (the “One-to-One Ratio”), disregarding, for purposes of maintaining the One-to-One Ratio, (A) treasury stock or (B) preferred stock or other debt or Equity Securities (including any corresponding

rights) issued by the PubCo that are convertible into or exercisable or exchangeable for Class A Shares (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by PubCo to the equity capital of the Company); provided that, in each of the foregoing cases of clause (B), the issuance of Class A Shares in connection with the conversion, exercise or exchange, as applicable, of such preferred stock or other debt or Equity Securities, as applicable, shall not be disregarded for purposes of this Section 3.3(c). Except as otherwise determined by the Managing Member, in the event PubCo issues, transfers or delivers from treasury stock or repurchases or redeems Class A Shares in a transaction not contemplated in this Agreement, the Managing Member, PubCo and the Company shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Units owned, directly or indirectly, by PubCo will equal on a one-for-one basis the number of outstanding Class A Shares.

Section 3.4. Capital Accounts. A Capital Account shall be maintained for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2) (iv) and, to the extent consistent with such regulations, the other provisions of this Agreement. Each Member’s Capital Account shall be (a) increased by (i) allocations to such Member of Profits pursuant to Section 4.1 and any other items of income or gain allocated to such Member pursuant to Section 4.2, (ii) the amount of cash or the initial Gross Asset Value of any asset (net of any Liabilities assumed by the Company and any Liabilities to which the asset is subject) contributed to the Company by such Member, and (iii) any other increases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv), and (b) decreased by (i) allocations to such Member of Losses pursuant to Section 4.1 and any other items of deduction or loss allocated to such Member pursuant to the provisions of Section 4.2, (ii) the amount of any cash or the Gross Asset Value of any asset (net of any Liabilities assumed by the Member and any Liabilities to which the asset is subject) distributed to such Member, and (iii) any other decreases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv). If a Transfer of Units is made in accordance with this Agreement, the Capital Account of the Transferor that is attributable to the Transferred Units shall carry over to the Transferee Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

Section 3.5. Other Matters.

(a) No Member shall be entitled to a return on or of its Capital Contributions or withdraw from the Company without the consent of the Managing Member.

(b) No Member shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or its Capital Account, or for services rendered or expenses incurred on behalf of the Company or otherwise solely in its capacity as a Member, except as otherwise provided in Section 6.7 or as otherwise contemplated by this Agreement.

(c) The Liability of each Member shall be limited as set forth in the Act and other applicable Law and, except as expressly set forth in this Agreement or required by Law, no Member (or any of its Affiliates) shall be personally liable, whether to the Company, any of the other Members, the creditors of the Company, or any other third party, for any debt or Liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

(d) Except as otherwise required by the Act, a Member shall not be required to restore a deficit balance in such Member’s Capital Account, to lend any funds to the Company or, except as otherwise set forth herein, to make any additional contributions or payments to the Company.

(e) The Company shall not be obligated to repay any Capital Contributions of any Member.

Section 3.6. Redemption of Units. In connection with a PubCo Approved Change of Control, PubCo shall have the right, in its sole discretion, to require each Member (other than PubCo) to effect a Redemption of all of such Member’s Units (together with the corresponding number of Class V Shares, as applicable) in exchange for a number of Class A Shares equal to the number of Units being so redeemed; provided, however, that if any Member owns more than 10% of the total number of outstanding Units at the time of a PubCo Approved Change of Control, PubCo shall use commercially reasonable efforts to consult and cooperate with such Member to structure such Redemption in a tax efficient manner mutually agreeable to such Member and PubCo. Any Redemption pursuant to this Section 3.6 shall be effective immediately prior to and conditioned upon the consummation of the PubCo Approved Change of Control (the “Change of Control Exchange Date”). From and after the Change of Control Exchange Date, (i) the Units and Class V Shares subject to such Redemption shall be deemed to be transferred to PubCo on the Change of Control Exchange Date and (ii) such Member shall cease to have any rights with respect to the Units and Class V Shares subject to such Redemption (other than the right to receive Class A Shares pursuant to such Redemption). PubCo shall provide written notice of an expected PubCo Approved Change of Control to all Members within the earlier of (x) 5 Business Days following the execution of the agreement with respect to such PubCo Approved Change of Control and (y) 10 Business Days before the proposed date upon which the contemplated PubCo Approved Change of Control is to be effected, indicating in such notice such information as may reasonably describe the PubCo Approved Change of Control transaction, subject to applicable Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for Class A Shares in the PubCo Approved Change of Control, any election with respect to types of consideration that a holder of Class A Shares, as applicable, shall be entitled to make in connection with such PubCo Approved Change of Control, and the number of Units (and the corresponding Class V Shares) held by such Member that PubCo intends to require to be subject to such Redemption. Following delivery of such notice and on or prior to the Change of Control Exchange Date, the Members shall take all actions reasonably requested by PubCo to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 3.6 to effect a Redemption. Nothing contained in this Section 3.6 shall

limit the right of any Member to vote for or participate in any proposed Change of Control of PubCo with respect to such Member’s Class V Shares.

ARTICLE IV

ALLOCATIONS OF PROFITS AND LOSSES

Section 4.1. Profits and Losses. After giving effect to the allocations under Section 4.2 and subject to Section 4.4, Profits and Losses (and, to the extent determined by the Managing Member to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Profits and Losses) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to the special allocations set forth in Section 4.2 and all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible, equal to (i) the amount such Member would receive pursuant to Section 10.2(b) if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 10.2(b), to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets. For the avoidance of doubt, the Series A Preferred Units will be treated as a partnership interest in the Company that is “convertible equity” within the meaning of Treasury Regulation Section 1.721-2(g)(3). The initial Capital Account balance and Per Unit Capital Amount in respect of each Series A Preferred Unit shall be the Series A Preferred Contribution Amount, as such amount may be adjusted in accordance with the Securities Purchase Agreement.

Section 4.2. Special Allocations. The following allocations shall be made in the following order:

(a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d).

(b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.7042(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(c), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain during such year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This Section 4.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(d) Notwithstanding any other provision of this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(d)), each Member shall be specially allocated items of Company income and gain in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 4.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts

but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit.

(f) Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), if any Member unexpectedly receives any adjustment, allocation or distribution described in paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g) (1) and 1.704-2(i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article IV have been made as if Section 4.2(f) and this Section 4.2(g) were not in this Agreement.

(h) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(i) The allocations set forth in Section 4.2(a) through Section 4.2(h) (the “Regulatory Allocations”) are intended to comply with certain requirements of

Treasury Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article IV (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 4.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

(j) Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules, as reasonably determined by the Managing Member.

(k) Notwithstanding any other provision of Section 4.2, Section 4.3 and Section 4.4 (other than the Regulatory Allocations), prior to all other allocations:

(i) Items of Company gross income and gain (which, for the avoidance of doubt, shall not include any item of expense, loss or deduction) shall be allocated to the Series A Preferred Units until the aggregate amount of gross income and gain allocated to such Series A Preferred Units pursuant hereto for the applicable current Fiscal Year or other taxable period and all previous taxable periods is equal to the cumulative amount of the sum of (without duplication):

(A) all Cash Distributions and Unit Distributions made with respect to such Series A Preferred Unit pursuant to Section 5.1(a), and

(B) the aggregate economically accrued distributions on the Series A Preferred Units which shall, with respect to each outstanding Series A Preferred Unit, accrue on the Accrued Value at the Annual Rate on each Series A Preferred Unit, and shall be cumulative and accrue annually from and after the date hereof, but shall compound on an annual basis on each Annual Dividend Date.

(ii) if (A) the date on which a liquidating event occurs there is at least one outstanding Series A Preferred Unit and (B) after having made all other allocations provided for in this Section 4.2 for the Fiscal Year or other taxable period in which the liquidating event occurs, the Per Unit Capital Amount of each Series A Preferred Unit would not equal or exceed the Series A Liquidation Value, then items of income, gain, loss and deduction for such Fiscal Year or other taxable period shall instead be allocated among the Members in a manner determined appropriate by the Managing Member so as to cause, to the maximum extent possible, the Per

Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). In the event that (x) the date on which a liquidating event occurs is on or before the date (not including any extension of time) prescribed by law for the filing of the Company’s federal income tax return for the Fiscal Year or other taxable period immediately prior to the Fiscal Year or other taxable period in which the liquidating event occurs and (y) the reallocation of items for the Fiscal Year or other taxable period in which the liquidating event occurs as set forth above in this Section 4.2(k)(ii) fails to achieve the Per Unit Capital Amounts described above, then items of income, gain, loss and deduction for such Fiscal Year or other taxable period shall be allocated among all Members in a manner that will, to the maximum extent possible and after taking into account all other allocations made pursuant to this Section 4.2(k)(ii), cause the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value.

Section 4.3. Allocations for Tax Purposes in General.

(a) Except as otherwise provided in this Section 4.3, each item of income, gain, loss, deduction and credit of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such item is allocated under Section 4.1 and Section 4.2.

(b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Section 704(c) of the Code to changes in Gross Asset Values), items of income, gain, loss and deduction with respect to any Company property having a Gross Asset Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members to account for any such difference using such method or methods determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations; provided, that the Managing Member will use the “traditional method,” under Treasury Regulations Section 1.704-3(b) with respect to the assets owned by the Company immediately following the Business Combination.

(c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions to the maximum extent permissible by Law, and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable Law.

(d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii).

(e) Allocations pursuant to this Section 4.3 are solely for purposes of U.S. federal, state and local taxes and shall not affect or in any way be taken into account in computing any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

(f) If, as a result of an exercise of a noncompensatory option (including with respect to the Series A Preferred Conversion) to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).

Section 4.4. Other Allocation Rules.

(a) The Members are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV in reporting their share of Company income and loss for income tax purposes.

(b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions.

(c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Section 706 of the Code and the Treasury Regulations thereunder.

(d) The Members’ proportionate share/s of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member unless otherwise determined by the Managing Member.

Section 4.5. Rights of Series A Preferred Units.

(a) PubCo shall be entitled to receive liquidating distributions in respect of the Series A Preferred Units in the manner set forth in Section 10.2(b)(iii). PubCo shall be entitled to receive distributions other than liquidating distributions in respect of the Series A Preferred Units in the manner set forth in Section 5.1(a) and Section 5.2(a).

(b) Except as provided in the following sentence, the holders of the Series A Preferred Units shall not be entitled to vote on any matters requiring the approval or vote of the holders of Units, except as required by applicable law. Notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by the Act, and all other voting rights granted under this Agreement, the affirmative vote of the holders of a majority of the outstanding Series A Preferred Units, voting separately as a class based upon one vote per Series A Preferred Unit, shall be necessary on any matter that (i) adversely affects any of the rights, preferences and privileges of the Series A Preferred Units or (ii) amends or modifies any of the terms of the Series A Preferred Units.

(c) Each time that a share of Series A Preferred Stock is converted into Class A Shares, an equal number of Series A Preferred Units shall automatically convert (without any further action of the Company or PubCo) into Common Units at the same conversion ratio as applied to the conversion of the Series A Preferred Shares into Class A Shares (the “Series A Preferred Conversion”).

(d) Immediately prior to the time that a share of Series A Preferred Stock is to be repurchased or redeemed by PubCo, the Company shall repurchase or redeem an equal number of Series A Preferred Units in exchange for the same consideration that is to be paid by PubCo in the repurchase or redemption of the Series A Preferred Shares. For example, if 100,000 Series A Preferred Shares are to be repurchased by PubCo in exchange for $3,000,000 in cash and 400,000 Class A Shares, then 100,000 Series A Preferred Units shall be repurchased by the Company from PubCo in exchange for $3,000,000 in cash and 400,000 Common Units.

(e) Notwithstanding Section 4.5(c) and Section 4.5(d), no repurchase, redemption or conversion shall be effected to the extent such repurchase, redemption or conversion would render the Company insolvent or violate the Act or applicable Law. For purposes of the foregoing sentence, “insolvency” means the inability of the Company to meet its payment obligations when due. Notwithstanding Section 4.5(d), no repurchase or redemption of the Series A Preferred Units shall be required or effected if such redemption would cause the Series A Preferred Units to be treated as “disqualified stock,” “disqualified capital stock” or any equivalent term under any credit agreement, loan agreement, indenture or other credit facility to which the Company is a party at the time of the repurchase or redemption.

(f) It is intended that the conversion right applicable to the Series A Preferred Units will be treated as a noncompensatory option within the meaning of Regulations Section 1.721-2(f). Consistent with such intention, the Company shall comply with the allocation provisions set forth in Treasury Regulations Sections 1.704-1(b)(2) (iv)(s) and 1.704-1(b)(4)(x) (including making any required “corrective” allocations in accordance with those Regulations) and other applicable provisions in this Agreement.

ARTICLE V

DISTRIBUTIONS

Section 5.1. Distributions.

(a) Distributions on Series A Preferred Units. After making provision for distributions under Section 5.2 and subject to Section 5.1(e), distributions shall, with respect to each outstanding Series A Preferred Unit, accrue on the Accrued Value at the Annual Rate on each Series A Preferred Unit and shall be cumulative and accrue annually from and after the date hereof, but shall compound on an annual basis on each Annual Dividend Date (the “Accrued Distributions”), provided, however, that such distribution shall occur only to the extent that allocations are made to the Series A Preferred Units pursuant to Section 4.2(k)(i). Such distributions may be paid in cash (“Cash Distribution”), if the PubCo declares dividends payable with respect to the Series A Preferred Stock in cash, or in additional Series A Preferred Units (“Unit Distributions”), if the PubCo declares dividends payable with respect to the Series A Preferred Stock in additional Series A Preferred Shares, and shall be payable only to the extent that an equal amount of cash dividends or Series A Preferred Stock dividends are declared by the PubCo with respect to the Series A Preferred Stock. When so declared, such Cash Distribution or Unit Distribution shall be payable immediately prior to the time that PubCo pays the corresponding dividend with respect to the Series A Preferred Stock. Once a Cash Distribution or Unit Distribution has been made under this Section 5.1(a) in respect of an Accrued Distribution, the amount of Accrued Distributions shall be reduced by the amount of such Cash Distribution or Unit Distribution.

(b) Other Distributions. After making or providing for any Distribution under Section 5.1(a) and Section 5.2, to the extent permitted by applicable Law and hereunder, and except as otherwise provided in Section 10.2, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such terms (including the payment dates of such distributions) as the Managing Member shall determine using such record date as the Managing Member may designate; any such distribution shall be made to the Members as of the close of business on such record date on a pro rata basis (provided that repurchases or redemptions made in accordance with Section 3.1(f), distributions made in accordance with Section 5.2(a), or payments made in accordance with Section 6.2 or Section 6.7 need not be on a pro rata basis), in accordance with the number of Units owned by each Member as of the close of business on such record date; provided, however, that the Managing Member shall have the obligation to make distributions as set forth in Section 5.2 and Section 10.2(b)(iii).

(c) Successors. For purposes of determining the amount of distributions, each Member shall be treated as having made the Capital Contributions and as having

received the distributions made to or received by its predecessors in respect of any of such Member’s Units.

(d) Distributions In-Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. Except for repurchases or redemptions made in accordance with Section 3.1(f) or payments made in accordance with Section 6.2 or Section 6.7, in the event of any distribution of (i) property in kind or (ii) both cash and property in kind, each Member shall be distributed its proportionate share of any such cash so distributed and its proportionate share of any such property so distributed in kind (based on the Fair Market Value of such property). To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 5.1(a) or Section 5.1(b), and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Section 4.1 and Section 4.2.

(e) PubCo Exception. PubCo shall not be entitled to receive, with respect to any Series A Preferred Units that are converted pursuant to a Series A Preferred Conversion, any payment of distributions declared pursuant to Section 5.1(a) if such distribution follows the date on which such Series A Preferred Conversion occurs.

Section 5.2. Tax-Related Distributions. The Company shall, make distributions out of legally available funds (“Tax Distributions”) to:

(a) PubCo, at such times and in such amounts as the Managing Member reasonably determines is necessary to enable PubCo to timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities with respect to any items of gross income and gain allocated to it with respect to the Series A Preferred Units (the “Preferred Unit Related Taxes”); provided, that in no circumstances shall the amounts distributed pursuant to this Section 5.2(a) exceed PubCo’s actual U.S. federal, state and local and non-U.S. cash tax liabilities with respect to such taxable year; provided, further, that the amounts distributable pursuant to this Section 5.2(a) shall be reduced, in the reasonable discretion of the Managing Member, to the extent the amount distributable to PubCo pursuant to Section 5.2(b) exceeds PubCo’s actual tax obligations (excluding Preferred Unit Related Taxes) and its obligations pursuant to the Tax Receivable Agreement for the relevant taxable year or quarter, as applicable. For the avoidance of doubt, any excess Tax Distributions pursuant to this Section 5.2(a) that a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year, but shall not reduce Tax Distributions made to a Member to provide such Member with its Unit percentage interest of Tax Distributions made pursuant to Section 5.2(b); and

(b) all Members on a pro rata basis, in accordance with the number of Common Units owned by each Member, at such times (but no less frequently than quarterly and no later than five (5) days before the date specified in Section 6655(c)(2) of the Code) and in such amounts as the Managing Member reasonably determines is necessary (taking into account any distributions previously made pursuant to this Section 5.2(b) or reasonably expected to be made pursuant to Section 5.1(b), but in the case of distributions pursuant to Section 5.1(b) only to the extent made reasonably contemporaneously with such tax-related distribution), to enable PubCo to timely satisfy any PubCo Tax-Related Liabilities (other than Preferred Unit Related Taxes) and all Members to timely satisfy any Tax-Related Liabilities. The Managing Member’s determination pursuant to this Section 5.2(b) shall take into account, among other factors, (i) the availability (or unavailability) of a federal deduction for state and local taxes, (ii) the various components of the Member’s distributive share from the Company as taxable at appropriate tax rates depending on character of income, and (iii) any minimum taxes, alternative minimum taxes, taxes on investment income, tax surcharges, special income taxes on high income taxpayers, special taxes imposed on income of a special character, and other similar taxes.

(c) Any amounts distributed with respect to the Series A Preferred Units or the Common Units as a Tax Distribution shall be treated for all purposes under this Agreement as an advance against any distributions to which the holders of the Common Units would otherwise be entitled to receive under Section 5.1(b). For the avoidance of doubt, Tax Distributions made pursuant to Section 5.2(a) or Section 5.2(b) shall not be treated as an advance of or reduce distributions pursuant to Section 5.1(a) in respect of the Series A Preferred Units.

Section 5.3. Distribution Upon Withdrawal. No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

ARTICLE VI

MANAGEMENT

Section 6.1. The Managing Member; Fiduciary Duties.

(a) PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) without the consent of any other Member, and (iii) the Members other than the Managing Member (in their capacity as such) shall not

participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company.

(b) Except as otherwise provided herein, in connection with the performance of its duties as the Managing Member of the Company, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation under the DGCL if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation; provided, that all Members acknowledge and agree that the Managing Member shall owe no fiduciary or other duty to any Member where this Agreement provides that the Managing Member may act or otherwise proceed in its sole discretion. The Members further acknowledge that the Managing Member will take action through its board of directors, PubCo, and that the members of PubCo’s board of directors will owe comparable fiduciary duties to the stockholders of PubCo.

Section 6.2. Indemnification; Exculpation.

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person (or a person for whom such person is the legal representative or a director, officer or employee) is or was a person entitled to indemnification under this Agreement, or is a Member, or acting as the Managing Member or Company Representative of the Company or, while being a person entitled to indemnification under this Agreement, a Member, or acting as the Managing Member or Company Representative of the Company, is or was serving at the request of the Company as a member, director, officer, trustee, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (each of the persons referred to above in this Section 6.2(a) being referred to as a “Covered Person”), whether the basis of such Proceeding is alleged action or failure of action in an official capacity as a member, director, officer, trustee, employee or agent, or in any other capacity while serving as a member, director, officer, trustee, employee or agent, against all costs, expenses (including reasonable attorneys’ fees), liability and loss incurred or suffered by such Covered Person in connection with such Proceeding, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account the acknowledgements and agreements set forth in this Agreement, such Covered Person breached the terms of this Agreement or any duties owed to the Company or the Members. The Company

shall, to the fullest extent not prohibited by applicable Law as it presently exists or may hereafter be amended (provided, that no such amendment shall limit a Covered Person’s rights to indemnification hereunder with respect to any actions or events occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable Law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a member, director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 6.2(a), except for Proceedings to enforce rights to indemnification and advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the Managing Member. If this Section 6.2(a) or any portion of this Section 6.2(a) shall be invalidated on any ground by a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.2(a) that shall not have been invalidated.

(b) Subject to other applicable provisions of this Section 6.2, to the fullest extent permitted by applicable Law, the Covered Persons shall not be liable to the Company, any Subsidiary, any director, any Member or any holder of any equity interest in any Subsidiary by virtue of being a Covered Person or for any acts or omissions in their capacity as a Covered Person or otherwise in connection with the Company, this Agreement or the business and affairs of the Company and its Subsidiaries unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such losses or liabilities were the result of conduct in which such Covered Person breached the terms of this Agreement or any duties owed to the Company or the Members.

Section 6.3. Maintenance of Insurance or Other Financial Arrangements. In compliance with applicable Law, the Company (with the approval of the Managing Member) may purchase and maintain insurance or make other financial arrangements on behalf of any Person who is or was a Member, employee or agent of the Company, or at the request of the Company is or was serving as a manager, director, officer, employee or agent of another limited

liability company, corporation, partnership, joint venture, trust or other enterprise, for any Liability asserted against such Person and Liability and expenses incurred by such Person in such Person’s capacity as such, or arising out of such Person’s status as such, whether or not the Company has the authority to indemnify such Person against such Liability and expenses.

Section 6.4. Resignation and Replacement of Managing Member. PubCo (or its successor, as applicable) shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 6.4. The Members shall have no right to remove or replace the Managing Member. No resignation by PubCo (or its successor, as applicable) as Managing Member, and no replacement of PubCo (or its successor, as applicable) as Managing Member, shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of PubCo, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than PubCo (or its successor, as applicable) as Managing Member shall be effective unless PubCo (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against PubCo (or its successor, as applicable) and the new Managing Member (as applicable), to cause (i) PubCo (or its successor, as applicable) to comply with all of PubCo’s or such member’s obligations under this Agreement other than those that must necessarily be taken in its capacity as Managing Member and (ii) the new Managing Member to comply with all of the Managing Member’s obligations under this Agreement.

Section 6.5. No Inconsistent Obligations. The Managing Member represents that it does not have any contracts, other agreements, duties or obligations that are inconsistent with its duties and obligations (whether or not in its capacity as Managing Member) under this Agreement and covenants that, except as permitted by Section 6.1, it will not enter into any contracts or other agreements or undertake or acquire any other duties or obligations that are inconsistent with such duties and obligations.

Section 6.6. Reclassification Events of PubCo. PubCo shall not consummate or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement, the Amended and Restated Exchange Agreement, and the BAG Contribution and Exchange Agreement.

Section 6.7. Certain Costs and Expenses. The Company shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (ii) reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company or its Subsidiaries, the Managing Member may cause the Company to pay or bear all expenses of PubCo; provided that the Company shall not pay or bear any income tax

obligations of PubCo or any obligations of PubCo pursuant to the Tax Receivable Agreement. If (i) Equity Securities of PubCo are sold to underwriters in any Public Offering at a price per share that is lower than the price per share for which such Equity Securities of PubCo are sold to the public in such Public Offering after taking into account any Discounts and (ii) the proceeds from such Public Offering are not used to fund an Exchange Transaction but are instead contributed to the Company, the Company shall reimburse PubCo for such Discount by treating such Discount as an additional Capital Contribution made by PubCo to the Company in respect of Equity Securities pursuant to Section 3.1(e), and increasing the Capital Account of PubCo by the amount of such Discount. Any payments made to or on behalf of PubCo pursuant to this Section 6.7 shall not be treated as a distribution pursuant to Section 5.1(b) but shall instead be treated as an expense of the Company.

ARTICLE VII

ROLE OF MEMBERS

Section 7.1. Rights or Powers.

(a) Other than the Managing Member, the Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a member or any Affiliate thereof, may also be an officer, manager, director, or employee or be retained as an agent of the Company. The existence of these relationships and acting in such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided herein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company.

(b) The Company shall promptly (but in any event within 3 Business Days) notify the Members in writing if, to the Company’s knowledge, for any reason, it would be an “investment company” within the meaning of the Investment Company Act, but for the exceptions provided in Section 3(c)(1) or 3(c)(7) thereunder.

Section 7.2. Voting.

(a) Meetings of the Members may be called upon the written request of the Managing Member or Members holding at least fifty percent (50%) of the outstanding Common Units. Such request shall state the location of the meeting and the nature of the business to be transacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two (2) Business Days and not more

than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any meeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in Section 7.2(d). Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Common Units shall constitute the act of the Members.

(b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which such Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by such Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

(c) Each meeting of Members shall be conducted by the Managing Member or such individual Person as the Managing Member deems appropriate.

(d) Any action required or permitted to be taken by the Members may be taken without a meeting if the requisite Members whose approval is necessary consent thereto in writing. Prompt written notice of any action taken without a meeting shall be provided to each Member who did not consent thereto in writing.

Section 7.3. Various Capacities. The Members acknowledge and agree that the Members or their Affiliates will from time-to-time act in various capacities, including as a Member and as the Company Representative.

ARTICLE VIII

TRANSFERS OF INTERESTS

Section 8.1. Restrictions on Transfer.

(a) Except as provided in this Article VIII, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. If all or any portion of a Member’s Interests are Transferred in violation of this Section 8.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(a) shall be null and void and of no force or effect whatsoever. The restrictions on Transfer contained in this Article VIII shall not apply to the Transfer of any capital stock of PubCo; except

that in no circumstance may Class V Shares be Transferred unless a corresponding number of Common Units are Transferred to the same Person and in no circumstance may Common Units may be Transferred unless a corresponding number of Class V Shares are also Transferred to the same Person.

(b) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer or assignment of Equity Securities in the Company by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Equity Securities in the Company; (ii) if the Managing Member reasonably determines such Transfer (A) would be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) would result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), or (C) would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise become taxable as a corporation under the Code; (iii) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) (2) of the Code); (iv) if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; (v) if such Transfer requires the registration of any Equity Securities issued upon any exchange of any Equity Securities, pursuant to any applicable U.S. federal or state securities Laws; or (vi) if such Transfer subjects the Company to regulation under the Investment Company Act or the Investment Advisors Act of 1940, each as amended (or any succeeding law). Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(b) shall be null and void and of no force or effect whatsoever.

(c) Notwithstanding the provisions in Section 8.1(a), but subject to the other provisions in this Article VIII, Members (other than PubCo) may Transfer all or a portion of their Equity Securities in the Company to any Qualified Transferee without the consent of any other Member or Person.

(d) Notwithstanding anything to the contrary in this Section 8.1, each of HHC and Markel may Transfer Common Units in Exchange Transactions pursuant to, and in accordance with, the Amended and Restated Exchange Agreement.

(e) Notwithstanding anything to the contrary in this Section 8.1, each of the BAG Members may Transfer Common Units in Exchange Transactions pursuant to, and in accordance with, the BAG Contribution and Exchange Agreement.

(f) A Member making a Transfer permitted by this Agreement shall, unless otherwise determined by the Managing Member, (i) at least ten (10) Business Days before such Transfer, have delivered to the Company and the Transferee an affidavit of non-foreign status with respect to such Transferor that satisfies the requirements of Section 1446(f) (2) of the Code or other documentation establishing a valid exemption from withholding pursuant to Section 1446(f) of the Code or (ii) contemporaneously with such Transfer, properly withhold and remit to the Internal Revenue Service the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code (and provide evidence to the Company of such withholding and remittance promptly thereafter).

Section 8.2. Notice of Transfer. Each Member shall, no later than 3 Business Days following any Transfer of Equity Securities in the Company, give written notice to the Company of such Transfer. Each such notice shall describe the manner and circumstances of the Transfer.

Section 8.3. Transferee Members. A Transferee of Equity Securities in the Company pursuant to this Article VIII shall have the right to become a Member only if (a) the requirements of this Article VIII are met, (b) such Transferee executes an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (c) such Transferee represents that the Transfer was made in accordance with all applicable securities Laws and such other customary representations as determined by the Managing Member, (d) the Transferor or Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummated, and (e) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by the Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any other Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Company to each remaining Member.

Section 8.4. Legend. Each certificate representing a Unit, if any, will be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THEIR OFFER AND SALE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE HAGERTY GROUP, LLC AMONG THE MEMBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER OF SUCH SECURITIES.”

ARTICLE IX

ACCOUNTING; CERTAIN TAX MATTERS

Section 9.1. Books of Account. The Company shall, and shall cause each Subsidiary of the Company to, maintain true books and records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP.

Section 9.2. Tax Elections.

(a) The Company and any eligible Subsidiary of the Company (i) shall make an election (or continue a previously made election) pursuant to Section 754 of the Code (and any similar provisions of applicable U.S. state or local law) for the taxable year of the Company that includes the date hereof and shall not thereafter revoke such election and (ii) shall use commercially reasonable efforts to ensure that any entity in which the Company holds a direct or indirect interest that is treated as a partnership for U.S. federal income tax purposes that does not meet the definition of “Subsidiary” herein, will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law). In addition, the Company shall make the following elections on the appropriate forms or tax returns, if permitted under the Code or applicable Law:

(i) to adopt the calendar year as the Company’s Fiscal Year;

(ii) to adopt the accrual method of accounting for U.S. federal income tax purposes;

(iii) to elect to amortize the organizational expenses of the Company as permitted by Section 709(b) of the Code;

(iv) except where the Managing Member elects to apply Section 9.5(e), to make an election under Section 6226(a) of the Code, commonly known as the “push out” election, or any analogous election under state or local tax law, if applicable; and

(v) except as otherwise provided herein, any other election the Managing Member deems appropriate.

(b) Upon request of the Managing Member, each Member shall cooperate in good faith with the Company in connection with the Company’s efforts to make any election pursuant to this Section 9.2.

Section 9.3. Tax Returns; Information. The Managing Member shall arrange for the preparation and timely filing of all income and other tax and informational returns of the Company. The Managing Member shall furnish to each Member a copy of each approved return and statement, together with any schedules (including Internal Revenue Service Schedule K-1) or other information that a Member may require in connection with such Member’s own tax affairs as soon as practicable. The Company shall also (a) provide each Member with an estimate of its share of the Company’s taxable income for each Fiscal Year by December 31 of such Fiscal Year, including an estimate of state and local apportionment information, (b) cause an estimated Internal Revenue Service Schedule K-1 or any successor form to be prepared and delivered to the Members within ninety (90) days after the end of each Fiscal Year, including any appropriate state and local apportionment information, and (c) deliver or cause to be delivered to the Members a final Internal Revenue Service Schedule K-1, including any appropriate state and local apportionment information, as soon as practicable, but in any event, at least forty-five (45) days prior the due date for such return (including any extensions). Each Member agrees to (a) take all actions reasonably requested by the Company or the Company Representative to comply with the Partnership Tax Audit Rules, including where applicable, filing amended returns as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Company Representative and (b) furnish to the Company (i) all reasonably requested certificates or statements relating to the tax matters of the Company (including an affidavit of non-foreign status pursuant to Section 1446(f)(2) of the Code), and (ii) all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be prepared and timely filed.

Section 9.4. Company Representative. The Managing Member is specially authorized and appointed to act as the Company Representative and in any similar capacity under state or local Law. The Company Representative shall designate a “designated individual” in accordance with Treasury Regulations Section 301.6223-1(b)(3). The Company and the Members (including any Member designated as the Company Representative prior to the date hereof) shall cooperate fully with each other and shall use reasonable best efforts to cause the Managing Member (or any other Person subsequently designated) to become the Company Representative with respect to any taxable period of the Company with respect to which the statute of limitations has not yet expired, including (as applicable) by filing certifications pursuant to Treasury Regulations Section 301.6231(a)(7)-1(d). In acting as Company Representative, the Managing Member shall act, to the maximum extent possible, to cause income, gain, loss, deduction, and credit of the Company, and adjustments thereto, to be allocated or borne by the Members in the same manner as such items or adjustments would have been borne if the Company could have effectively made an election under Section 6221(b) of the Code (commonly known as the “election out”) or similar state or local provision with respect to the taxable period at issue. The Company

Representative may retain, at the Company’s expense, such outside counsel, accountants and other professional consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Company Representative.

Section 9.5. Withholding Tax Payments and Obligations.

(a) Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable Law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member, any amount of U.S. federal, state or local or non-U.S. taxes that the Managing Member determines that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement.

(b) Allocation of Tax Payments. To the extent that any tax is paid by (or withheld from amounts payable to) the Company or any of its Subsidiaries and the Managing Member determines that such tax (including any Company Level Tax) specifically relates to one or more particular Members, such tax shall be treated as an amount of tax withheld or paid with respect to such Member pursuant to this Section 9.5.

(c) Tax Contribution and Indemnity Obligation. Any amounts withheld or paid with respect to a Member pursuant to Section 9.5(a) or Section 9.5(b) (other than the payment of Company Level Taxes) shall be offset against any distributions to which such Member is entitled concurrently with such withholding or payment (a “Tax Offset”); provided that the amount of any distribution subject to a Tax Offset shall be treated as having been distributed to such Member pursuant to Section 5.1 or Section 10.2(b)(iii) at the time such Tax Offset is made. To the extent that (i) the amount of such Tax Offset exceeds the distributions to which such Member is entitled concurrently with such withholding or payment (an “Excess Tax Amount”), or (ii) there is a payment of Company Level Taxes relating to a Member, the amount of such (A) Excess Tax Amount or (B) Company Level Taxes, as applicable, shall, upon notification to such Member by the Managing Member, give rise to an obligation of such Member to make a capital contribution to the Company (a “Tax Contribution Obligation”), which Tax Contribution Obligation shall be immediately due and payable. If a Member defaults with respect to its Tax Contribution Obligation, the Company shall be entitled to offset the amount of a Member’s Tax Contribution Obligation against distributions to which such Member would otherwise be subsequently entitled until the full amount of such Tax Contribution Obligation has been contributed to the Company or has been recovered through offset against distributions and, any such offset shall be treated as distributed to such Member pursuant to Section 5.1 or Section 10.2(b), as applicable, at the time such offset is made for purposes of this Agreement. To the extent the Managing Member determines it is appropriate for purposes of properly maintaining Capital Accounts, (x) any payment by a

Member with respect to such Member’s Tax Contribution Obligation shall increase such Member’s Capital Account, but shall not reduce the amount (if any) that a Member is otherwise obligated to contribute to the Company, and (y) any recovery of such Tax Contribution Obligation through an offset against distributions to such Member shall not reduce such Member’s Capital Account by the amount of such offset. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Units to secure such Member’s obligation to pay the Company any amounts required to be paid pursuant to this Section 9.5. Each Member shall take such actions as the Company may reasonably request in order to perfect or enforce the security interest created hereunder. Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Company Representative and the Managing Member from and against any liability (including any liability for Company Level Taxes) with respect to income attributable to or distributions or other payments to such Member.

(d) Continued Obligations of Former Members. Any Person who ceases to be a Member shall be deemed to be a Member solely for purposes of this Section 9.5, and the obligations of a Member pursuant to this Section 9.5 shall survive until 30 days after the closing of the applicable statute of limitations on assessment with respect to the taxes withheld or paid by the Company or a Subsidiary that relate to the period during which such Person was actually a Member. If the Managing Member determines in its sole discretion that seeking indemnification for Company Level Taxes from a former Member is not practicable, or that seeking such indemnification failed, then, in either case, the Managing Member may (i) recover any liability for Company Level Taxes from the substituted Member that acquired directly or indirectly the applicable interest in the Company from such former Member or (ii) treat such liability for Company Level Taxes as a Company expense.

(e) Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 9.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

ARTICLE X

DISSOLUTION AND TERMINATION

Section 10.1. Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”):

(a) the sale of all or substantially all of the assets of the Company; and

(b) the determination of the Managing Member to dissolve, wind up, and liquidate the Company.

The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 10.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 10.2 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable Laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.

Section 10.2. Procedure.

(a) In the event of the dissolution of the Company for any reason, the Managing Member or such other Person as is designated by the Managing Member (“Winding-Up Member”) shall commence to wind up the affairs of the Company and, subject to Section 10.3(a), such Winding-Up Member shall have full right and unlimited discretion to determine in good faith the time, manner and terms of any sale or sales of the Property or other assets pursuant to such liquidation, having due regard to the activity and condition of the relevant market and general financial and economic conditions. The Members shall continue to share profits, losses and distributions during the period of liquidation in the same manner and proportion as though the Company had not dissolved. The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Managing Member or the Winding-Up Member, as applicable, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

(b) Following the payment of all expenses of liquidation and the allocation of all Profits and Losses as provided in Article IV, the proceeds of the liquidation and any other funds of the Company shall be distributed in the following order of priority:

(i) first, to the payment and discharge of all of the Company’s debts and Liabilities to creditors (whether third parties or Members), in the order of priority as provided by Law, except any obligations to the Members in respect of their Capital Accounts;

(ii) second, to set up such cash reserves which the Managing Member reasonably deems necessary for contingent or unforeseen Liabilities or future payments described in Section 10.2(b)(i) (which reserves when they become unnecessary shall be distributed in accordance with the provisions of subsection (iii) or subsection (iv) below, as the case may be);

(iii) third, to the Series A Preferred Units an amount equal to the greater of (A) the Accrued Value per Series A Preferred Unit and (B) the amount that such Member would have been entitled to receive if all of such Member’s Series A Preferred Units were converted into Common Units (at the Conversion Rate (as defined in the Certificate of Designations) then in effect) immediately prior to such liquidation, winding up or dissolution of the Company (regardless of whether the Series A Preferred Unit is then convertible pursuant to the terms hereof) (“Series A Liquidation Value”); and

(iv) fourth, the balance to the Members, pro rata in accordance with the number of Common Units owned by each Member.

(c) Except as provided in Section 10.3(a), no Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company.

(d) Upon the completion of the liquidation of the Company and the distribution of all Company funds, the Company shall terminate and the Managing Member or the Winding-Up Member, as the case may be, shall have the authority to execute and record a certificate of cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.

Section 10.3. Rights of Members.

(a) Each Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company.

(b) Except as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions and (ii) no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

Section 10.4. Notices of Dissolution. If a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 10.1, result in a dissolution of the Company, the Company shall, within 30 days thereafter, (a) provide written notice thereof to each of the

Members and to all other parties with whom the Company regularly conducts business (as determined in the discretion of the Managing Member), and (b) comply, in a timely manner, with all filing and notice requirements under the Act or any other applicable Law.

Section 10.5. Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets in order to minimize any losses that might otherwise result from such winding up.

Section 10.6. No Deficit Restoration. No Member shall be personally liable for a deficit Capital Account balance of that Member, it being expressly understood that the distribution of liquidation proceeds shall be made solely from existing Company assets.

ARTICLE XI

GENERAL

Section 11.1. Amendments; Waivers.

(a) The terms and provisions of this Agreement may only be waived, modified or amended (including by means of merger, consolidation or other business combination to which the Company is a party) with the approval of (y) the Managing Member and (z) if at such time the Members (other than PubCo) beneficially own, in the aggregate, more than 10% of the then-outstanding Common Units, the holders of greater than 50% of the outstanding Common Units held by Members other than PubCo; provided that no waiver, modification or amendment shall be effective until at least 5 Business Days after written notice is provided to the Members that the requisite consent has been obtained for such waiver, modification or amendment, and any Member, including any Member not providing written consent, shall have the right to undertake an Exchange Transaction prior to the effectiveness of such waiver, modification or amendment; provided further, that no amendment to this Agreement may:

(i) modify the limited liability of any Member, or increase the liabilities or obligations of any Member, in each case, without the consent of each such affected Member; or

(ii) materially alter or change any rights, preferences or privileges of any Interests in a manner that is different or prejudicial (or would have a different or prejudicial effect) relative to any other Interests, without the approval of a majority in interest of the Members holding the Interests affected in such a different or prejudicial manner.

(b) Notwithstanding the provisions of Section 11.1(a), the Managing Member, acting alone, may amend this Agreement or update the books and records of the Company (i) to reflect the admission of new Members, Transfers of Interests, the issuance of additional Equity Securities, as provided by the terms of this Agreement, and, subject to Section 11.1(a), subdivisions or combinations of Units

made in compliance with Section 3.1(g), (ii) to the minimum extent necessary to comply with or administer in an equitable manner the Partnership Tax Audit Rules in any manner determined by the Managing Member, and (iii) as necessary to avoid the Company being classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.

(c) No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided.

Section 11.2. Further Assurances. Each party hereto agrees that it will from time to time, upon the reasonable request of another party, execute such documents and instruments and take such further action as may be required to accomplish the purposes of this Agreement.

Section 11.3. Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon the parties and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Member only to the extent that they are permitted successors and assigns pursuant to the terms hereof. No party hereto may assign its rights hereunder except as herein expressly permitted.

Section 11.4. Certain Representations by Members. Each Member (or, if such Member is disregarded for U.S. federal income tax purposes, such Member’s regarded owner for such purposes), by executing this Agreement and becoming a Member, whether by making a Capital Contribution, by admission in connection with a permitted Transfer, or otherwise, represents and warrants to the Company and the Managing Member, as of the date of its admission as a Member, that such Member is either (a) not a partnership, grantor trust, or a Subchapter S corporation for U.S. federal income tax purposes (e.g., an individual or a Subchapter C corporation), or (b) is a partnership, grantor trust, or a Subchapter S corporation for U.S. federal income tax purposes, but (i) permitting the Company to satisfy the 100-partner limitation set forth in Treasury Regulations Section 1.7704-1(h)(1)(ii) is not a principal purpose of any beneficial owner of such Member in investing in the Company through such Member and (ii) such Member was formed for business purposes prior to or in connection with the investment by such Member in the Company or for estate planning purposes.

Section 11.5. Entire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all other agreements referenced therein and herein, including the Alliance Agreement, the Business Combination Agreement, the Tax Receivable Agreement, the Amended and Restated Exchange Agreement, the Business Combination Registration Rights Agreement, the BAG Contribution and Exchange Agreement, the Securities Purchase Agreement and the Securities Purchase Registration Rights Agreement constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof or thereof except as specifically set forth herein and therein.

Section 11.6. Rights of Members Independent. The rights available to the Members under this Agreement and at Law shall be deemed to be several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference to any other such right. Any one or more or any combination of such rights may be exercised by a Member or the Company from time to time and no such exercise shall exhaust the rights or preclude another Member from exercising any one or more of such rights or combination thereof from time to time thereafter or simultaneously.

Section 11.7. Governing Law. This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such State and without regard to conflicts of law doctrines, except to the extent that certain matters are preempted by federal Law or are governed as a matter of controlling Law by the Law of the jurisdiction of organization of the respective parties.

Section 11.8. Jurisdiction and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of any federal court of the District of Delaware or the Delaware Court of Chancery over any action, suit or proceeding (a “Legal Action”) arising out of or in connection with this Agreement. The parties hereto irrevocably waive the defense of an inconvenient forum to the maintenance of any such Legal Action. Each of the parties hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such Legal Action by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing in this Section 11.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Section 11.9. Headings. The descriptive headings of the Articles, sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

Section 11.10. Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each party and delivered to the other party.

Section 11.11. Notices. Any notice or other communication hereunder must be given in writing and (a) delivered in person or transmitted electronically, or (b) mailed by certified or registered mail, postage prepaid, receipt requested as follows:

If to the Company or the Managing Member, addressed to it at:

P.O. Box 1303
Traverse City, MI 49685-1303
Attention: Patrick McClymont, Chief Financial Officer
E-mail: [email protected]

With copies (which shall not constitute notice) to:

P.O. Box 1303
Traverse City, MI 49685-1303
Attention: Diana Chafey, Chief Legal Officer
E-mail: [email protected]

or to such other address or to such other Person as either party shall have last designated by such notice to the other parties. Each such notice or other communication shall be effective (i) if given by telecommunication or electronically, when transmitted to the applicable number or electronic mail address so specified in (or pursuant to) this Section 11.11 and an appropriate answerback is received or, if transmitted after 4:00 p.m. local time on a Business Day in the jurisdiction to which such notice is sent or at any time on a day that is not a Business Day in the jurisdiction to which such notice is sent, then on the immediately following Business Day, (ii) if given by mail, on the first Business Day in the jurisdiction to which such notice is sent following the date 3 days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, on the Business Day when actually received at such address or, if not received on a Business Day, on the Business Day immediately following such actual receipt.

Section 11.12. Representation By Counsel; Interpretation. The parties acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.

Section 11.13. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement, to the extent permitted by Law shall remain in full force and effect; provided that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable.

Section 11.14. Expenses. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement.

Section 11.15. Waiver of Jury Trial. EACH OF THE COMPANY, THE MEMBERS, THE MANAGING MEMBER AND ANY INDEMNITEES SEEKING REMEDIES HEREUNDER HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

Section 11.16. No Third Party Beneficiaries. Except as expressly provided in Section 6.2 and Section 10.2(b), nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under this Agreement or otherwise create any third party beneficiary hereto.

[Signatures on Next Page]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

COMPANY:

THE HAGERTY GROUP, LLC

By: Hagerty, Inc.
Its: Managing Member

By:    /s/ McKeel Hagerty
Name:    McKeel O. Hagerty
Title:    Chief Executive Officer

MEMBERS:

HAGERTY, INC.

By: /s/ McKeel Hagerty
Name: McKeel O. Hagerty
Title: Chief Executive Officer

HAGERTY HOLDING CORP.

By: /s/ McKeel Hagerty
Name: McKeel O. Hagerty
Title: Chief Executive Officer

MARKEL GROUP INC.

By: /s/ Michael R. Heaton
Name: Michael R. Heaton
Title: Executive Vice President and

Chief Operating Officer

QUADRIFOGLIO HOLDINGS LLC

By: /s/ Kenneth Ahn
Name: Kenneth H. Ahn
Title: Managing Member

DINOSAUR COLLECTIBLES LLC

By: /s/ Andrew Ruprecht
Name: Andrew Ruprecht
Title: Manager

WILLIAM (ALEXANDER) WEAVER

By: /s/ William Alexander Weaver
Name: William Alexander Weaver

WILLIAM RUPRECHT REVOCABLE TRUST 2013

By: /s/ Andrew Ruprecht
Name: William Ruprecht
Title: Trustee

VOLLGAS HOLDINGS LLC

By: /s/ Alain Squindo
Name: Alain Squindo
Title: Manager

CJ7 HOLDINGS, LLC

By: /s/ Michael J. Mortorano
Name: Michael J. Mortorano
Title: Manager

IAN S. KELLEHER

By: /s/ Ian S. Kelleher
Name: Ian Kelleher

DAVID SWIG

By: /s/ David Swig
Name: David Swig

DONNIE GOULD RESTORATIONS, INC.

By: /s/ Donnie Gould
Name: Donnie Gould
Title: President

CR RAMSEY POTTS

By: /s/ CR Ramsey Potts
Name: CR Ramsey Potts

EXHIBIT A

Members Unit Ownership Table


Member	Number of Common Units Owned	Number of Series A Preferred Units Owned
Hagerty Holding Corp.	166,552,156
Markel Group Inc.	75,000,000
Hagerty, Inc.	100,426,473	8,483,561
Quadrifoglio Holdings LLC	2,044,272
Dinosaur Collectibles LLC	415,833
William (Alexander) Weaver	342,762
William Ruprecht Revocable Trust	118,539
UTD 9/28/2000
Vollgas Holdings LLC	352,201
CJ7 Holdings, LLC	250,000
Ian S. Kelleher	108,606
David Swig	187,027
Donnie Gould Restorations, Inc.	156,279
CR Ramsey Potts	88,119
Total	346,042,267	8,483,561

EXHIBIT B

Amended and Restated Exchange Agreement

AMENDED AND RESTATED EXCHANGE AGREEMENT

AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), originally dated as of December 2, 2021 and amended and restated as of March 23, 2022 (the “Effective Date”), by and among Hagerty, Inc., a Delaware corporation (the “Corporation”), The Hagerty Group, LLC, a Delaware limited liability company (together with any successor thereto, “OpCo”), Hagerty Holding Corp., a Delaware close corporation (“HHC”), Markel Corporation, a Virginia corporation (“Markel”), and each of HHC’s and Markel’s Qualified Transferees (as defined below) as such Qualified Transferees may become holders of Units (as defined herein).

WHEREAS, on December 2, 2021, the parties hereto entered into an Exchange Agreement (the “Original Agreement”) to provide for the exchange of Paired Interests (as defined herein) for shares of Class A Common Stock (as defined herein), on the terms and subject to the conditions set forth therein; and

WHEREAS, as of the Effective Date, the parties wish to amend and restate the Original Agreement in its entirety, as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SECTION 1.1 Definitions

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (or any corresponding provisions of succeeding law).

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.

“Appraiser FMV” means the fair market value of a share of Class A Common Stock as determined by an independent appraiser mutually agreed upon by the Corporation and the relevant Exchanging Member, whose determination shall be final and binding for those purposes for which Appraiser FMV is used in this Agreement. Appraiser FMV shall be the fair market value determined without regard to any discounts for minority interest, illiquidity or other discounts. The cost of any independent appraisal in connection with the determination of Appraiser FMV in accordance with this Agreement shall be borne by OpCo.

“Board” means has the meaning given to such term in the OpCo LLC Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York and Traverse City, Michigan are authorized or required by Law to close.

“Cash Exchange Notice” has the meaning set forth in Section 2.1(c) of this Agreement.

“Cash Exchange Payment” means with respect to a particular Exchange for which the Corporation has elected a Cash Exchange Payment in accordance with Section 2.1(c), the net proceeds from the sale by the Corporation of shares of Class A Common Stock sold in connection with the related Cash Exchange Payment.

“Change of Control” has the meaning given to such term in the Tax Receivable Agreement; provided, that, for the avoidance of doubt, any event that constitutes both a Corporation Offer and a Change of Control of the Corporation shall be considered a Corporation Offer for purposes of this Agreement.

“Class A 5-Day VWAP” means the arithmetic average of the VWAP for each of the five (5) consecutive Trading Days ending on the Trading Day immediately prior to the Exchange Notice Date or the Exchange Date, as applicable, in accordance with Section 2.1(d).

“Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of the Corporation.

“Class V Common Stock” means the Class V common stock, par value $0.0001 per share, of the Corporation.

“Code” means the Internal Revenue Code of 1986, as amended.

“Corporation” has the meaning set forth in the preamble of this Agreement.

“Corporation Offer” has the meaning set forth in Section 2.7(a) of this Agreement.

“Direct Exchange” has the meaning set forth in Section 2.6 of this Agreement.

“Direct Exchange Election Notice” has the meaning set forth in Section 2.6 of this Agreement.

“Effective Date” has the meaning set forth in the preamble of this Agreement.

“Exchange” has the meaning set forth in Section 2.1(a) of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Blackout Period” means (a) any “black out” or similar period under the Corporation’s policies covering trading in the Corporation’s securities to which the applicable Exchanging Member is subject (or will be subject at such time as it owns Class A Common Stock), which period restricts the ability of such Exchanging Member to immediately resell shares of Class A Common Stock to be delivered to such Exchanging Member in connection with a Stock Exchange Payment and (b) the period of time commencing on (i) the date of the declaration of a dividend by the Corporation and ending on the first day following (ii) the record date determined by the board of directors of the Corporation with respect to such dividend declared pursuant to clause (i), which period of time shall be no longer than ten (10) Business Days; provided, that in no event shall an Exchange Blackout Period which respect to clause (b) of the definition hereof occur more than four (4) times per calendar year.

“Exchange Date” means, in the case of any Unrestricted Exchange, the date that is five (5) Business Days after the date the Exchange Notice is given pursuant to Section 2.1(b), unless the Exchanging Member submits a written request to extend such date and the Corporation in its sole discretion agrees in writing to such extension, and in any other case, the Quarterly Exchange Date; provided, that if the Exchange Date would otherwise fall within any Exchange Blackout Period, then the Exchange Date shall occur on the next Business Day following the end of such Exchange Blackout Period.

“Exchange Notice Date” means, with respect to an Exchange, the date the applicable Exchange Notice is delivered in accordance with Section 2.1(b).

“Exchange Rate” means, at any time, the number of shares of Class A Common Stock for which an Exchanged Unit is entitled to be exchanged at such time. On the date of this Agreement, the Exchange Rate shall be one-for-one, subject to adjustment pursuant to Section 2.4 hereof.

“Exchanged Units” means any Units to be Exchanged for the Cash Exchange Payment or Stock Exchange Payment, as applicable, on the applicable Exchange Date.

“Exchanging Member” means, with respect to any Exchange, the Unitholder exchanging Units pursuant to Section 2.1(a) of this Agreement.

“Exchange Notice” has the meaning set forth in Section 2.1(b) of this Agreement.

“HHC” has the meaning set forth in the preamble of this Agreement.

“HSR Act” has the meaning set forth in Section 2.1(b) of this Agreement.

“Interest” means the entire interest of a Unitholder in OpCo, including the Units and all of such Unitholder’s rights, powers and privileges under the OpCo LLC Agreement and the Act.

“Law” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental Entity.

“Legal Action” has the meaning set forth in Section 3.8(a) of this Agreement.

“Lock-Up Agreement” means that certain Lock-Up Agreement among the Corporation, HHC, Markel and the other parties thereto, dated as of December 2, 2021.

“Managing Member” has the meaning given to such term in the OpCo LLC Agreement.

“Markel” has the meaning set forth in the preamble of this Agreement.

“National Securities Exchange” means a securities exchange that has registered with the SEC under Section 6 of the Exchange Act.

“OpCo” has the meaning set forth in the preamble of this Agreement.

“OpCo LLC Agreement” means the Fourth Amended and Restated Limited Liability Company Agreement of OpCo, dated as December 2, 2021, as such agreement may be amended from time to time.

“Original Agreement” has the meaning set forth in the recitals to this Agreement.

“Paired Interest” means one Unit and one share of Class V Common Stock.

“Permitted Exchange Event” means any of the following events, which has or is occurring, or is otherwise satisfied, as of the Exchange Date:

(a) The Exchange is part of one or more Exchanges by a Unitholder and any related persons (within the meaning of Section 267(b) or 707(b)(1) of the Code) that is part of a “block transfer” within the meaning of Treasury Regulations Section 1.77041(e)(2) (for this purpose, treating the Managing Member as a “general partner” within the meaning of Treasury Regulations Section 1.7704-1(k)(1));

(b) The Exchange is in connection with a Corporation Offer or Change of Control; provided, that any such Exchange pursuant to this clause (b) shall be effective immediately prior to the consummation of the closing of the Corporation Offer or Change of Control date (and, for the avoidance of doubt, shall not be effective if such Corporation Offer is not consummated or Change of Control does not occur); or

(c) The Exchange is permitted by the Managing Member (whose permission shall not be unreasonably withheld, conditioned or delayed), in connection with circumstances not otherwise set forth herein, if the Managing Member determines in good faith that the Exchange would not pose a material risk that OpCo would be treated as a “publicly traded partnership” under Section 7704 of the Code (or any successor or similar provision) as a result of or in connection with such Exchange.

“Person” means any individual, estate, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“Private Placement Safe Harbor” means the “private placement” safe harbor set forth in Treasury Regulations Section 1.77041(h)(1).

“Qualified Transferee” has the meaning given to such term in the OpCo LLC Agreement.

“Quarterly Exchange Date” means, either (a) for each fiscal quarter, the first (1st) Business Day occurring after the sixtieth (60th) day after the expiration of the applicable Quarterly Exchange Notice Period or (b) such other date as the Corporation shall determine in its sole discretion.

“Quarterly Exchange Notice Period” means, for each fiscal quarter, the period commencing on the third (3rd) Business Day after the day on which the Corporation releases its earnings for the prior fiscal period, beginning with the first such date that falls on or after the waiver or expiration of any contractual lock-up period relating to the shares of the Corporation that may be applicable to a Unitholder (or such other date within such quarter as the Corporation shall determine in its sole discretion) and ending five (5) Business Days thereafter. Notwithstanding the foregoing, the Corporation may change the definition of Quarterly Exchange Notice Period with respect to any Quarterly Exchange Notice Period scheduled to occur in a calendar quarter subsequent to the then-current calendar quarter by providing notice to the Unitholders no less than ten (10) Business Days from the date written notice of such change is sent to each Unitholder.

“Redemption” has the meaning set forth in Section 2.1(a) of this Agreement.

“Restricted Retraction Notice” has the meaning set forth in Section 2.1(d) of this Agreement.

“Secondary Offering” has the meaning set forth in Section 2.1(e) of this Agreement.

“Securities Act” has the meaning set forth in Section 2.1(c) of this Agreement.

“Stock Exchange Payment” means a number of shares of Class A Common Stock equal to the product of the number of Exchanged Units multiplied by the Exchange Rate.

“Tax Receivable Agreement” means that certain Tax Receivable Agreement, dated as of December 2, 2021, by and among the Corporation and the other parties thereto, as such agreement may be amended from time to time.

“Trading Day” means a day on which the New York Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock are listed or admitted to trading and is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Unit” has the meaning set forth in the OpCo LLC Agreement.

“Unitholder” means each holder of one or more Units that may from time to time be a party to this Agreement.

“Unrestricted Exchanges” means any Exchange that is in connection with a Permitted Exchange Event or that occurs during a period in which OpCo meets the requirements of the Private Placement Safe Harbor.

“VWAP” means the daily per share volume-weighted average price of shares of Class A Common Stock on the New York Stock Exchange or such other principal United States securities exchange on which shares of Class A Common Stock are listed, quoted or admitted to trading, as displayed under the heading “Bloomberg VWAP” on the Bloomberg page designated for shares of Class A Common Stock (or its equivalent successor if such page is not available) in respect of the period from the open of trading on such Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, (a) the per share volume- weighted average price of a share of Class A Common Stock on such Trading Day (determined without regard to afterhours trading or any other trading outside the regular trading session or trading hours), or (b) if such determination is not feasible, the market price per share of Class A Common Stock, in either case as determined by a nationally recognized independent investment banking firm retained in good faith for this purpose by the Managing Member).

ARTICLE II

SECTION 2.1 Exchange Procedure

(a) From and after the expiration of the Lock-Up Period (as defined in the Lock-Up Agreement) and subject to the terms of the OpCo LLC Agreement, each Unitholder (other than the Corporation) shall be entitled, upon the terms and subject to the conditions hereof, to surrender Paired Interests to OpCo in exchange for the delivery of the Stock Exchange Payment or, at the election of the Corporation, the Cash Exchange Payment, as applicable, (such exchange, a “Redemption” and, together with a Direct Exchange (as defined below), an

“Exchange”); provided, that (absent a waiver by the Managing Member) any such Exchange is for a minimum of the lesser of (i) 100,000 Units (which minimum shall be equitably adjusted in accordance with any adjustments to the Exchange Rate) and (ii) all of the Units held by such Unitholder.

(b) A Unitholder shall exercise its right to make an Exchange as set forth in Section 2.1(a) above by delivering to OpCo, with a copy to the Corporation, a written election of exchange in respect of the Paired Interests to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”) in accordance with this Section 2.1(b). A Unitholder may deliver an Exchange Notice with respect to an Unrestricted Exchange at any time, and, in any other case, during the Quarterly Exchange Notice Period preceding the desired Exchange Date. An Exchange Notice with respect to an Unrestricted Exchange may specify that the Exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the Class A Common Stock into which the Exchanged Units are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which such Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with an Exchange in accordance with this Section 2.1, a filing is required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), then the Exchange Date with respect to all Exchanged Units which would be exchanged into shares of Class A Common Stock resulting from such Exchange shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and the waiting period applicable to such Exchange under the HSR Act shall have expired or been terminated or (ii) such filing is no longer required, at which time such Exchange shall automatically occur without any further action by the holders of any such Exchanged Units. Each of the Unitholders and the Corporation shall to promptly take all actions required to make such filing under the HSR Act and the filing fee for such filing shall be paid by OpCo.

(c) Within three (3) Business Days of the giving of an Exchange Notice, the Corporation, on behalf of OpCo, may elect to settle all or a portion of the Exchange in cash in an amount equal to the Cash Exchange Payment (in lieu of Class A Common Stock) by giving written notice of such election to the Exchanging Member within such three (3) Business Day period (such notice, the “Cash Exchange Notice”). The Cash Exchange Notice shall set forth the portion of the Exchanged Units which will be exchanged for cash in lieu of Class A Common Stock. Any portion of the Exchange not settled for a Cash Exchange Payment shall be settled for a Stock Exchange Payment. The Corporation shall, on the relevant Exchange Date, consummate a private sale or public offering of a number of shares of Class A Common Stock equal to the number of Exchanged Units with respect to which the Cash Exchange Payment has been elected by the Corporation.

(d) The Exchanging Member may elect to retract its Exchange Notice with respect to an Unrestricted Exchange by giving written notice of such election to OpCo, with a copy to the Corporation, no later than (1) Business Day prior to the Exchange Date. Subject to the last two (2) sentences of this Section 2.1(d), if, in the case of an Exchange that is not an

Unrestricted Exchange, the Class A 5-Day VWAP (determined treating the final date of such period as the Exchange Date) decreases by more than ten percent (10%) from the Class A 5-Day VWAP (determined treating the final date of such period as the date of delivery of an Exchange Notice), the Exchanging Member may elect to retract its Exchange Notice by giving written notice of such election (a “Restricted Retraction Notice”) to OpCo, with a copy to the Corporation, no later than three (3) Business Days prior to the Exchange Date. The giving of a Restricted Retraction Notice pursuant to this Section 2.1(d) shall terminate all of the Exchanging Member’s, the Corporation’s and OpCo’s rights and obligations under this Article II arising from such retracted Exchange Notice (but not, for the avoidance of doubt, from any Exchange Notice not retracted or that may be delivered in the future). An Exchanging Member may deliver a Restricted Retraction Notice only once in every twelve (12)-month period (and any additional Restricted Retraction Notice delivered by such Exchanging Member within such twelve (12)-month period shall be deemed null and void ab initio and ineffective with respect to the revocation of the Exchange specified therein).

(e) Notwithstanding anything to the contrary in this Agreement, if the Corporation closes an underwritten distribution of the shares of Class A Common Stock and the Unitholders (other than, or in addition to, the Corporation) were entitled to resell shares of Class A Common Stock in connection therewith (by the exercise by such Unitholders of Exchange rights or otherwise) (a “Secondary Offering”), then, the immediately succeeding Quarterly Exchange Date shall be automatically cancelled and of no force or effect (and no Unitholder shall be entitled to exercise its Exchange right or deliver a Quarterly Exchange Date Notice with respect to an Exchange that is not an Unrestricted Exchange in respect of such Quarterly Exchange Date). Notwithstanding anything to the contrary in this Agreement (i) for so long as OpCo does not meet the requirements of the Private Placement Safe Harbor, any Secondary Offering (other than that pursuant to which all Exchanges are Unrestricted Exchanges) shall only be undertaken if, during the applicable taxable year, the total number of Quarterly Exchange Dates and prior Secondary Offerings (other than any pursuant to which all Exchanges are Unrestricted Exchanges) on which Exchanges occur is three (3) or fewer and (ii) OpCo and the Corporation shall not be deemed to have failed to comply with their respective obligations under the Corporation’s Amended and Restated Registration Rights Agreement, dated August 17, 2021, as amended from time to time, if a Secondary Offering cannot be undertaken due to the restriction set forth in the preceding clause (i).

SECTION 2.2 Exchange Payment

(a) The Exchange shall be consummated on the Exchange Date.

(b) On the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date), in the case of a Redemption, (i) the Corporation shall contribute to OpCo, for delivery to the Exchanging Member (A) the Stock Exchange Payment with respect to any Exchanged Units not subject to a Cash Exchange Notice and (B) the Cash Exchange Payment with respect to any Exchanged Units subject to a Cash Exchange Notice, (ii) the Exchanging Member shall transfer and surrender the Exchanged Units to OpCo and simultaneously surrender the corresponding number of shares of Class V Common Stock to the

Corporation, free and clear of all liens and encumbrances, (iii) OpCo shall issue to the Corporation a number of Units equal to the number of Exchanged Units surrendered pursuant to clause (ii) and (iv) the Corporation shall cancel the exchanged shares of Class V Common Stock, and (v) OpCo shall (A) cancel the redeemed Exchanged Units and (B) transfer to the Exchanging Member the Cash Exchange Payment and/or the Stock Exchange Payment, as applicable.

(c) On the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date), in the case of a Direct Exchange, (i) the Corporation shall deliver to the Exchanging Member, (A) the Stock Exchange Payment with respect to any Exchanged Units not subject to a Cash Exchange Notice and (B) the Cash Exchange Payment with respect to any Exchanged Units subject to a Cash Exchange Notice, (ii) the Exchanging Member shall transfer to the Corporation the Exchanged Units and the corresponding shares of Class V Common Stock (it being understood that the Corporation shall cancel the surrendered shares of Class V Common Stock), free and clear of all liens and encumbrances, and (iii) solely to the extent necessary in connection with a Direct Exchange, the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the shares of Class A Common Stock to maintain a one-to-one ratio between the number of Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock, any Stock Exchange Payment, and any other action taken in connection with this Section 2.2.

(d) Upon the Exchange of all of a Unitholder’s Units, such Unitholder shall cease to be a Member (as such term is defined in the OpCo LLC Agreement) of OpCo.

SECTION 2.3 Expenses and Restrictions.

(a) Except as expressly set forth in this Agreement, OpCo and each Exchanging Member shall bear its own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that OpCo shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if any shares of Class A Common Stock are to be delivered in a name other than that of the Unitholder that requested the Exchange, then such Unitholder and/or the Person in whose name such shares are to be delivered shall pay to OpCo the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of OpCo that such tax has been paid or is not payable.

(b) Notwithstanding anything to the contrary herein, the Corporation or OpCo shall use commercially reasonable efforts to restrict issuances of Units in an amount sufficient for OpCo to be eligible for the Private Placement Safe Harbor, and, to the extent that the Corporation or OpCo determine that OpCo does not meet the requirements of the Private Placement Safe Harbor at any point in any taxable year, the Corporation or OpCo may impose such restrictions on Exchanges during such taxable year as the Corporation or OpCo may determine to be necessary or advisable so that OpCo is not treated as a “publicly traded partnership” under Section 7704 of the Code; provided, that restrictions imposed pursuant to this Section 2.3(b) shall not apply to any Unrestricted Exchange. Notwithstanding anything to the

contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Corporation or of OpCo, such an Exchange would pose a material risk that OpCo would be a “publicly traded partnership” under Section 7704 of the Code.

(c) For the avoidance of doubt, and notwithstanding anything to the contrary herein, (i) a Unitholder shall not be entitled to effect an Exchange to the extent the Corporation determines in good faith that such Exchange (A) would be prohibited by law or regulation (including, without limitation, the unavailability of any requisite registration statement filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any exemption from the registration requirements thereunder) or (B) would not be permitted under any other agreements with the Corporation or its subsidiaries to which such Unitholder may be party (including, without limitation, the OpCo LLC Agreement) or any written policies of the Corporation related to unlawful or inappropriate trading applicable to its directors, officers or other personnel and (ii) the Corporation is under no obligation to elect to settle any Exchange, or any portion thereof, in cash.

(d) The Corporation may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of an election of exchange.

SECTION 2.4 Adjustment. The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock or (b) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock that is not accompanied by an identical subdivision or combination of the Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Member shall be entitled to receive the amount of such security, securities or other property that such Exchanging Member would have received if such Exchange had occurred immediately prior to the effective time of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon the exchange of any Unit.

SECTION 2.5 Class A Common Stock to be Issued.

(a) The Corporation shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as may be deliverable upon any such Exchange; provided, that nothing contained herein shall be construed to preclude OpCo from satisfying its obligations in respect of the Exchange of the Exchanged Units by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation or are held by OpCo or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation or held by any subsidiary thereof), or by delivery of the Cash Exchange Payment. The Corporation and OpCo shall at all times ensure that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable.

(b) The Corporation and OpCo shall at all times ensure that the execution and delivery of this Agreement by each of the Corporation and OpCo and the consummation by each of the Corporation and OpCo of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate or limited liability company action, as the case may be, on the part of the Corporation and OpCo, including, but not limited to, all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s board of directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby.

(c) The Corporation and OpCo shall, to the extent that a registration statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchange, deliver shares that have been registered under the Securities Act in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Unitholder requesting such Exchange, the Corporation and OpCo shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation and OpCo shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

SECTION 2.6 Direct Exchange. Notwithstanding anything to the contrary in this Article II, the Corporation may, in its sole and absolute discretion, elect to effect on the Exchange Date the Exchange of Exchanged Units for the Cash Exchange Payment and/or the Stock Exchange Payment, as the case may be (and subject to the terms of Section 2.2(b) and (c)), through a direct exchange of such Exchanged Units and with such consideration between the Exchanging Member and the Corporation (a “Direct Exchange”). Upon such Direct Exchange pursuant to this

Section 2.6, the Corporation shall acquire the Exchanged Units and shall be treated for all purposes of this Agreement as the owner of such Units; provided, that, any such election by the Corporation shall not relieve OpCo of its obligation arising with respect to such applicable Exchange Notice. The Corporation may, at any time prior to an Exchange Date, deliver written notice (an “Direct Exchange Election Notice”) to OpCo and the Exchanging Member setting forth its election to exercise its right to consummate a Direct Exchange; provided, that such election does not prejudice the ability of the parties to consummate an Exchange or Direct Exchange on the Exchange Date. A Direct Exchange Election Notice may be revoked by the Corporation at any time; provided, that any such revocation does not prejudice the ability of the parties to consummate an Exchange or Direct Exchange on the Exchange Date. The right to consummate a Direct Exchange in all events shall be exercisable for all the Exchanged Units that would otherwise have been subject to an Exchange. Except as otherwise provided in this Section 2.6, a Direct Exchange shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated had the Corporation not delivered a Direct Exchange Election Notice.

SECTION 2.7. Corporation Offer or Change of Control.

(a) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to Class A Common Stock (a “Corporation Offer”) is proposed by the Corporation or is proposed to the Corporation or its stockholders and approved by the Board or is otherwise effected or to be effected with the consent or approval of the Board or the Corporation will undergo a Change of Control, the Unitholders shall be permitted to deliver an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such Corporation Offer or Change of Control (and, for the avoidance of doubt, shall be contingent upon such Corporation Offer or Change of Control and not be effective if such Corporation Offer or Change of Control is not consummated)). In the case of a Corporation Offer proposed by the Corporation, the Corporation will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Unitholders to participate in such Corporation Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination.

(b) The Corporation shall send written notice to OpCo and the Unitholders at least thirty (30) days prior to the closing of the transactions contemplated by the Corporation Offer or the Change of Control date notifying them of their rights pursuant to this Section 2.7, and setting forth, in the case of a Corporation Offer, (i) a copy of the written proposal or agreement pursuant to which the Corporation Offer will be effected, (ii) the consideration payable in connection therewith, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling Units, or in the case of a Change of Control, (A) a description of the event constituting the Change of Control, (B) the date of the Change of Control, and (C) a copy of any written proposals or agreement relating thereto. In the event that the information set forth in such notice changes from that set forth in the initial notice, a subsequent notice shall be delivered by the Corporation no less than seven (7) days prior to the closing of the Corporation Offer or date of the Change of Control.

ARTICLE III

SECTION 3.1 Additional Unitholders. To the extent a Unitholder validly transfers any or all of such holder’s Units to a Qualified Transferee in accordance with, and not in contravention of, the Corporation’s certificate of incorporation, the OpCo LLC Agreement or any other agreement or agreements with OpCo or the Corporation or any of its subsidiaries to which a transferring Unitholder may be party, then such Qualified Transferee shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Qualified Transferee shall become a Unitholder hereunder. To the extent OpCo issues Units in the future, OpCo shall be entitled, in its sole discretion, to make any holder of such Units a Unitholder hereunder through such holder’s execution and delivery of a joinder to this Agreement, substantially in the form of Exhibit B hereto.

SECTION 3.2 Addresses and Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.2):

(a) If to the Corporation, to:

P.O. Box 1303
Traverse City, MI 49685-1303
Attention: Barbara Matthews, General Counsel
E-mail: [email protected]

(b) If to OpCo, to:

P.O. Box 1303
Traverse City, MI 49685-1303
Attention: Barbara Matthews, General Counsel
E-mail: [email protected]

(c) If to any Unitholder, to the address or other contact information set forth in the records of OpCo from time to time.

SECTION 3.3 Further Action. Each party hereto agrees that it will from time to time, upon the reasonable request of another party, execute such documents and instruments and take such further action as may be required to accomplish the purposes of this Agreement.

SECTION 3.4 Binding Effect. All of the terms and provisions of this Agreement shall be binding upon the parties and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Unitholder only to the extent that they are permitted successors and assigns pursuant to the terms hereof. No party hereto may assign its rights or obligations hereunder except as herein expressly permitted.

SECTION 3.5 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement, to the extent permitted by Law shall remain in full force and effect; provided, that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable.

SECTION 3.6 Amendment.

(a) The terms and provisions of this Agreement may only be waived, modified or amended (including by means of merger, consolidation or other business combination to which OpCo is a party) with the approval of (y) the Managing Member and (z) if at such time the Unitholders (other than the Corporation) beneficially own, in the aggregate, more than ten percent (10%) of the then-outstanding Units, the holders of greater than fifty percent (50%) of the outstanding Units held by Unitholders other than the Corporation; provided, that no waiver, modification or amendment shall be effective until at least five (5) Business Days after written notice is provided to the Unitholders that the requisite consent has been obtained for such waiver, modification or amendment, and any Unitholder, including any Unitholder not providing written consent, shall have the right to undertake an Exchange prior to the effectiveness of such waiver, modification or amendment; provided, further, that no amendment to this Agreement may materially alter or change any rights, preferences or privileges of any Unitholder (including the ability to Exchange Paired Interests pursuant to this Agreement)in a manner that is different or prejudicial (or would have a different or prejudicial effect) relative to any other Interests, without the approval of a majority in interest of the Unitholders holding the Interests affected in such a different or prejudicial manner.

(b) Notwithstanding the provisions of Section 3.6(a), the Managing Member, acting alone, may amend this Agreement or update the books and records of OpCo (i) to reflect the admission of new Unitholders, transfers of Interests, the issuance of additional Equity Securities, as provided by the terms of this Agreement, and, subject to Section 3.6(a), subdivisions or combinations of Units made in compliance with Section 3.1(g) of the OpCo LLC Agreement, (ii) to the minimum extent necessary to comply with or administer in an equitable manner the Partnership Tax Audit Rules in any manner determined by the Managing Member, and (iii) as necessary to avoid OpCo being classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.

SECTION 3.7 Waiver. No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided.

SECTION 3.8 Submission to Jurisdiction; Waiver of Jury Trial.

(a) The parties hereto hereby agree and consent to be subject to the jurisdiction of any federal court of the District of Delaware or the Delaware Court of Chancery over any action, suit or proceeding (a “Legal Action”) arising out of or in connection with this Agreement. The parties hereto irrevocably waive the defense of an inconvenient forum to the

maintenance of any such Legal Action. Each of the parties hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such Legal Action by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing in this Section 3.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

(b) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself, or to such party’s property, each such party hereby irrevocably waives such immunity in respect of such party’s obligations with respect to this Agreement.

(c) EACH PARTY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY AGREEING TO THE CHOICE OF DELAWARE LAW TO GOVERN THIS AGREEMENT AND TO THE JURISDICTION OF DELAWARE COURTS IN CONNECTION WITH PROCEEDINGS BROUGHT HEREUNDER. THE PARTIES INTEND THIS TO BE AN EFFECTIVE CHOICE OF DELAWARE LAW AND AN EFFECTIVE CONSENT TO JURISDICTION AND SERVICE OF PROCESS UNDER 6 DEL. C. § 2708.

(d) EACH OF THE CORPORATION, HHC, MARKEL AND ANY INDEMNITEES SEEKING REMEDIES HEREUNDER HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

SECTION 3.9 Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each party and delivered to the other party.

SECTION 3.10 Tax Treatment. This Agreement shall be treated as part of the partnership agreement of OpCo as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummated hereunder as a taxable sale of the Exchanged Units by a Unitholder to the Corporation in exchange for (a) the payment by the Corporation of the Stock Exchange Payment, the Cash Exchange Payment, or other applicable consideration to the Exchanging Member, and (b) corresponding payments under the Tax Receivable Agreement, and no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority unless an alternate position that is permitted under the Code and Treasury Regulations is requested by the

Exchanging Member and the Corporation consents in writing, such consent not to be unreasonably withheld, conditioned, or delayed. Further, in connection with any Exchange consummated hereunder, OpCo and/or the Corporation shall provide the Exchanging Member with all reasonably necessary information to enable the Exchanging Member to file its income tax returns for the taxable year that includes the Exchange, including information with respect to Code Section 751 assets (including relevant information regarding “unrealized receivables” or “inventory items”) and Section 743(b) basis adjustments as soon as practicable and in all events within sixty (60) days following the close of such taxable year (and use commercially reasonable efforts to provide estimates of such information within ninety (90) days of the applicable Exchanges). Within thirty (30) days following the Exchange Date, the Corporation shall deliver a Section 743 notification to OpCo in accordance with Treasury Regulations Section 1.743-1(k)(2).

SECTION 3.11 Withholding. The Corporation and OpCo shall be entitled to deduct and withhold from any payments made to a Unitholder pursuant to any Exchange consummated under this Agreement all taxes that each of the Corporation and OpCo is required to deduct and withhold with respect to such payments under the Code (and any other provision of applicable law, including, without limitation, under Section 1445 and Section 1446(f) of the Code). In connection with any Exchange, the Exchanging Member shall, to the extent it is legally entitled to deliver such form, deliver to the Corporation or OpCo, as applicable, a certificate, dated as of the Exchange Date, in a form reasonably acceptable to the Corporation certifying as to such Exchanging Member’s taxpayer identification number and that such Exchanging Member is a not a foreign person for purposes of Section 1445 and Section 1446(f) of the Code (which certificate may be an Internal Revenue Service Form W-9 if then sufficient for such purposes under applicable law) (such certificate, a “Non-Foreign Person Certificate”). If an Exchanging Member is unable to provide a Non-Foreign Person Certificate the Corporation or OpCo, as applicable, shall be permitted to withhold on the amount realized by such Exchanging Member in respect of such Exchange as provided in Section 1446(f) of the Code and Regulations thereunder; provided that the Corporation and OpCo shall reasonably cooperate with the Exchanging Member to reduce or eliminate such withholding to the extent permitted by law. The Corporation or OpCo, as applicable, may at their sole discretion reduce the Class A Common Stock issued to a Unitholder in an Exchange in an amount that corresponds to the amount of the required withholding described in the immediately preceding sentence and all such amounts shall be treated as having been paid to such Unitholder.

SECTION 3.12 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that such parties shall be entitled to specific performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

SECTION 3.13 Independent Nature of Unitholders’ Rights and Obligations. The obligations of each Unitholder hereunder are several and not joint with the obligations of any other Unitholder, and no Unitholder shall be responsible in any way for the performance of the obligations of any other Unitholder hereunder. The decision of each Unitholder to enter into this

Agreement has been made by such Unitholder independently of any other Unitholder. Nothing contained herein, and no action taken by any Unitholder pursuant hereto, shall be deemed to constitute the Unitholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Unitholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. The Corporation acknowledges that the Unitholders are not acting in concert or as a group, and the Corporation will not assert any such claim, with respect to such obligations or the transactions contemplated hereby.

SECTION 3.14 Applicable Law. This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such state and without regard to conflicts of law doctrines, except to the extent that certain matters are preempted by federal Law or are governed as a matter of controlling Law by the Law of the jurisdiction of organization of the respective parties.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, all as of the Effective Date.

Hagerty, Inc.
By:    /s/ McKeel Hagerty
Name:    McKeel Hagerty
Title:    Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, all as of the Effective Date.

The Hagerty Group, LLC
By:    /s/ McKeel Hagerty
Name:    McKeel Hagerty
Title:    Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, all as of the Effective Date.

Hagerty Holding Corp.
By:    /s/ McKeel Hagerty
Name:    McKeel Hagerty
Title:    Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, all as of the Effective Date.

Markel Corporation
By:    /s/ Richard R. Whitt
Name:    Richard R. Whitt, III
Title:    Co-Chief Executive Officer

EXHIBIT A
EXCHANGE NOTICE

Hagerty, Inc.
Attn: General Counsel
P.O. Box 1303
Traverse City, MI 49685-1303

Reference is hereby made to the Exchange Agreement, originally dated as of December 2, 2021 and amended and restated as of March 23, 2022 (as amended from time to time, the “Exchange Agreement”), by and among The Hagerty Group, LLC, a Delaware limited liability company (together with any successor thereto, “OpCo”), Hagerty, Inc., a Delaware corporation (“Corporation”) and managing member of OpCo, and the Unitholders from time to time party thereto (each, a “Holder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

The undersigned Holder hereby transfers the number of Units plus shares of Class V Common Stock set forth below (together, the “Paired Interests”) in Exchange for shares of Class A Common Stock to be issued in its name as set forth below, or the Cash Exchange Payment, as applicable, as set forth in the Exchange Agreement.

Legal Name of Holder:

Address:

Number of Paired Interests to be Exchanged:

Brokerage Account Details:

The undersigned hereby represents and warrants that (a) the undersigned has full legal capacity to execute and deliver this Exchange Notice and to perform the undersigned’s obligations hereunder; (b) this Exchange Notice has been duly executed and delivered by the undersigned and is the legal, valid and binding obligation of the undersigned enforceable against it in accordance with the terms thereof or hereof, as the case may be, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the availability of equitable remedies; (c) the Paired Interests subject to this Exchange Notice are being transferred to the Corporation or OpCo, as applicable, free and clear of any pledge, lien, security interest, encumbrance, equities or claim; and (d) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental agency or body having jurisdiction over the undersigned or the Paired Interests subject to this Exchange Notice is required to be obtained by the undersigned for the transfer of such Paired Interests to the Corporation or OpCo, as applicable.

The undersigned hereby irrevocably constitutes and appoints any officer of the Corporation or of OpCo as the attorney of the undersigned, with full power of substitution and resubstitution in the premises, to do any and all things and to take any and all actions that may be

necessary to transfer to the Corporation or OpCo, as applicable, the Paired Interests subject to this Exchange Notice and to deliver to the undersigned the Stock Exchange Payment or Cash Exchange Payment, as applicable, to be delivered in exchange therefor.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Exchange Notice to be executed and delivered by the undersigned or by its duly authorized attorney.

Name:
Dated:

EXHIBIT B

JOINDER

This Joinder Agreement (“Joinder Agreement”) is a joinder to the Exchange Agreement, originally dated as of December 2, 2021 and amended and restated as of March 23, 2022 (as amended from time to time, the “Exchange Agreement”), among Hagerty, Inc., a Delaware corporation (together with any successor thereto, the “Corporation”), The Hagerty Group, LLC, a Delaware limited liability company, and each of the Unitholders from time to time party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have their meanings given to them in the Exchange Agreement. This Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware. In the event of any conflict between this Joinder Agreement and the Exchange Agreement, the terms of this Joinder Agreement shall control.

The undersigned hereby joins and enters into the Exchange Agreement having acquired Units in The Hagerty Group, LLC. By signing and returning this Joinder Agreement to the Corporation, the undersigned accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of a Unitholder contained in the Exchange Agreement, with all attendant rights, duties and obligations of a Unitholder thereunder. The parties to the Exchange Agreement shall treat the execution and delivery hereof by the undersigned as the execution and delivery of the Exchange Agreement by the undersigned and, upon receipt of this Joinder Agreement by the Corporation and by The Hagerty Group, LLC, the signature of the undersigned set forth below shall constitute a counterpart signature to the signature page of the Exchange Agreement.

Name:

Address for Notices:

Attention:

With copies to:

Exhibit 10.3

GENERAL AGENCY AGREEMENT

among

ESSENTIA INSURANCE COMPANY

and

HAGERTY REINSURANCE LIMITED

and

HAGERTY INSURANCE AGENCY, LLC

Effective as of January 1, 2026

TABLE OF CONTENTS

Article II Appointment and Duties 6

Article III Premiums 10

Article IV Compensation to the General Agent 11

Article V Sub-Producers. 11

Article VI Additional Duties of General Agent 12

Article VII Term and Termination 18

Article VIII Errors and Omissions Policy; Fidelity Bond 21

Article IX Hold Harmless and Indemnification 21

Article X Miscellaneous 22

Article XI Dispute Resolution 24

Article XII Confidentiality 28

Article XIII Data Security and Data Privacy Protection Compliance 28

THIS GENERAL AGENCY AGREEMENT (this “Agreement”) is effective as of the Agreement Effective Date (as hereinafter defined), by and among ESSENTIA INSURANCE COMPANY, a Missouri corporation (the “Company”), HAGERTY REINSURANCE LIMITED, a Bermuda company (the “Reinsurer”), and HAGERTY INSURANCE AGENCY, LLC, a Delaware limited liability company and an Affiliate (as defined below) of the Reinsurer (the “General Agent”).

W I T N E S S E T H:

In consideration of the mutual covenants contained in this Agreement, and upon the terms and conditions set forth below, the Parties (as hereinafter defined) agree as follows:

PREAMBLE

The Company, the Reinsurer and the General Agent (hereinafter identified collectively as the “Parties” and each individually a “Party”) have entered into a Quota Share Reinsurance Agreement, effective as of January 1, 2026 (the “Reinsurance Agreement”), which is incorporated herein by this reference, which Reinsurance Agreement requires the appointment of the General Agent to perform certain specified acts on behalf of the Company and the Reinsurer. The General Agent desires to perform the functions and duties necessary under the Reinsurance Agreement. It is therefore mutually agreed by the Parties that the General Agent will perform all functions necessary for the production, service and management of Policies covered under the Reinsurance Agreement in accordance with the terms and conditions set forth therein and herein. To the extent that there is any conflict between the terms and conditions of this Agreement and the Reinsurance Agreement, the Reinsurance Agreement shall govern. Notwithstanding any provisions to the contrary contained elsewhere herein or in any other document, it is expressly understood that the execution and delivery of this Agreement and the Company’s performance hereunder shall not under any circumstances be interpreted to affect, weaken or modify the Reinsurer’s obligation to indemnify and hold the Company harmless from and against the business, credit and insurance risks as set forth in the Reinsurance Agreement. The contractual assumption by the Reinsurer of these risks in the Reinsurance Agreement is a condition precedent to the Company’s entering into this Agreement with the General Agent.

ARTICLE I
DEFINITIONS

Section 1.01 For purposes of this Agreement, unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings specified or referenced in this Section 1.01:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person; provided, that, for purposes of this Agreement, the Reinsurer and the General Agent, on the one hand, and the Company, on the other hand, shall not be deemed to be Affiliates.

“Agreement” has the meaning set forth in the introductory paragraph.

“Agreement Effective Date” has the meaning set forth in Section 7.01.

“Annual Financial Statements” has the meaning set forth in Section 6.21.

“Arbiter” has the meaning set forth in Section 11.03(a).

“Binding Authority” has the meaning set forth in Section 2.08.

“Bureau Fees” has the meaning set forth in Section 6.20.

“Business Day” means any day that is not a Saturday, a Sunday or any other day on which commercial banks located in Bermuda or New York, New York are authorized or required by any applicable Law or Governmental Order to be closed.

“Change of Control” means: (a) with respect to the Reinsurer or the General Agent, as applicable, the acquisition or assumption (other than by an Affiliate of HGTY), directly or indirectly, of (i) Control of the Reinsurer or the General Agent, as applicable, whether by merger, consolidation, stock acquisition or otherwise, or (ii) all or substantially all of the assets, liabilities or business of the Reinsurer or the General Agent, as applicable; provided, that, no Change of Control shall be deemed to have occurred pursuant to this clause (a) to the extent caused by or otherwise resulting from the transfer of direct or indirect ownership interests held by Markel or its Affiliates in HGTY or The Hagerty Group, LLC, as applicable; and (b) with respect to the Company, the acquisition or assumption (other than by an Affiliate of Markel), directly or indirectly, of (i) Control of the Company, whether by merger, consolidation, stock acquisition or otherwise, or (ii) all or substantially all of the assets, liabilities or business of the Company.

“Company” has the meaning set forth in the introductory paragraph.

“Company Indemnified Parties” has the meaning set forth in Section 9.01(a).

“Confidential Information” has the meaning set forth in Section 12.01.

“Director” means: (a) with respect to the Company’s domiciliary state of Missouri, the Director of the Missouri Department of Commerce and Insurance (the “Missouri Director”), and (b) with respect to other jurisdictions where the General Agent underwrites and produces business under this Agreement, the Director, Commissioner or Superintendent of Insurance (or similar position) for that jurisdiction.

“Dispute” shall have the meaning set forth in Section 11.01.

“Fronting Fee” has the meaning set forth in the Reinsurance Agreement.

“General Agent” has the meaning set forth in the introductory paragraph.

“Governmental Authority” means any non-United States or United States federal, state, provincial or local governmental, quasi-governmental, legislative, regulatory or administrative authority, agency, body, commission or other similar entity or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, instruction, declaration, decree, ruling, stipulation, determination, award or agreement entered by or with, or issued by, any Governmental Authority.

“Hagerty Indemnified Parties” has the meaning set forth in Section 9.02(a).

“HDC Fees” means any fees collected by the General Agent in respect of the Hagerty Drivers Club roadside membership program or any similar program.

“HGTY” means Hagerty, Inc., a Delaware corporation.

“HVA Fees” means any fees collected by the General Agent in respect of membership in the Historic Vehicle Association or any similar association.

“IBNR” has the meaning set forth in Section 6.04(c).

“Initial Term” has the meaning set forth in Section 7.01.

“Law” means any non-United States or United States federal, state, national, provincial or local, law, ordinance, regulation, rule, code, order, common law, other requirement or rule of law or stock exchange rule imposed by any Governmental Authority.

“Liabilities” has the meaning set forth in Section 9.01(a).

“Loss” has the meaning set forth in the Reinsurance Agreement.

“Loss Expense” has the meaning set forth in the Reinsurance Agreement.

“Markel” means Markel Group Inc., a Virginia corporation.

“Master Relationship Agreement” means that certain Sixth Amended and Restated Master Relationship Agreement, effective as of January 1, 2026, by and among HGTY, The Hagerty Group, LLC and Markel.

“MSI” means Markel Service, Incorporated, a Virginia corporation.

“Net Premium” means, subject to state insurance regulations regarding the treatment of policy fees as premiums, the gross written premiums charged on all original and renewal Policies comprising the Subject Business written on behalf of the Company, less cancellations and return premiums, excluding the Section A Unearned Premium. Except as otherwise set forth hereinabove, Net Premium shall not include any billing fees or other fees for services charged by the General Agent to any insured in respect of the Subject Business which are not ordinarily commissionable and/or filed with any Governmental Authority and any non-policy specific state-mandated assessments or fees that neither correlate with nor are chargeable as a measure of gross written premium.

“OFAC” has the meaning set forth in Section 6.01.

“Party” or “Parties” has the meaning set forth in the Preamble.

“Permit” means any qualification, registration, filing, privilege, license, franchise, permit, certificate approval or other similar authorization obtained from or issued by any Governmental Authority.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust, joint venture, Governmental Authority or other legal entity.

“Policy(ies)” mean each of the binders, policies, contracts, bonds and certificates, including any amendments or endorsements thereto, providing insurance on the business produced hereunder.

“Quarterly Financial Statements” has the meaning set forth in Section 6.21.

“Regulatory Matter” has the meaning set forth in Section 6.23.

“Reinsurance Agreement” has the meaning set forth in the Preamble.

“Reinsurer” has the meaning set forth in the introductory paragraph.

“Renewal Term” has the meaning set forth in Section 7.01.

“Section A Unearned Premium” has the meaning set forth in the Reinsurance Agreement.

“Section B Subject Business” has the meaning set forth in the Reinsurance Agreement.

“Subject Business” has the meaning set forth in the Reinsurance Agreement.

“Sub-Producer” has the meaning set forth in Section 3.04.

“Term” has the meaning set forth in Section 7.01.

“Umpire” has the meaning set forth in Section 11.03(a).

“Underwriting Guidelines” means the underwriting guidelines maintained (electronic format permitted) by the Parties, including any amendments that may be made by the General Agent in compliance with applicable Law and with notice to the Company and the Reinsurer or any changes to the guidelines required by Law, as set forth in Schedule II.

“U.S. GAAP” means generally accepted accounting principles in the United States of America.

Section 1.02 For purposes of this Agreement, unless the context otherwise requires: (a) words in the singular shall include the plural and vice versa; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall be construed to refer to this Agreement and not to any particular provision of this Agreement; (c) the term “including” and words of similar import when used in this Agreement shall mean “including, without limitation;” (d) references to an agreement, instrument or other document mean such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (e) references to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; (f) references to any entity includes any successor thereto or permitted assigns thereof; and (g) references to Article, Section and Schedule mean the Articles, Sections and Schedules to this Agreement. Titles to Articles and headings of Sections in this Agreement are for convenience only and do not substantively affect the terms and conditions of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting such agreement or causing such agreement to be drafted.

ARTICLE II
APPOINTMENT AND DUTIES

Section 2.01 Subject to Section 2.08, the Company, at the direction of the Reinsurer, hereby appoints the General Agent as its general agent for the purpose of producing, handling and administering the business that is the subject of the Reinsurance Agreement in-force, issued or renewed on or after the Agreement Effective Date; provided, however, that the General Agent shall not appoint sub-managing general agents. The Company, at the request of the Reinsurer, hereby grants authority to the General Agent to solicit, accept and receive applications for such lines of coverage as are specified in the Binding Authority; to secure, at its own expense, reasonable underwriting information through reporting agencies or other appropriate sources relating to each risk insured; to bind, issue, renew and countersign Policies, certificates, endorsements and binders which the Company shall have authorized to be bound, issued, delivered, renewed and countersigned; and to collect and receive the premiums thereon and therefor.

Section 2.02 All activities of the General Agent pursuant to this Agreement shall be in strict compliance with the terms and conditions of the Reinsurance Agreement and all written rules, regulations and instructions of the Company communicated to and agreed with the General Agent (such agreement not to be unreasonably withheld, conditioned or delayed), including all rules, instructions and specifications included in the Company’s filed rate manuals, rate brochures and rate schedules; provided,

however, and for the avoidance of doubt, that the basis of the rates, rules and forms shall be determined by the General Agent and filed on behalf of the Company by the General Agent.

Section 2.03 The Company, at the Reinsurer’s request, further authorizes the General Agent to perform all acts and duties under Policies issued by the Company as would otherwise be performed by the Company, including properly sending and/or receiving reports and notices and remitting and/or receiving monies due from or to the Company, and adjusting and paying losses or other claims. The Company grants to the General Agent the authority to settle claims on behalf of the Company; provided, however, that without the prior written approval of the Company, which approval shall be set forth in the Claims Services and Management Agreement, the General Agent shall not pay or commit the Company to pay a claim in excess of an amount, net of reinsurance, equal to one percent (1%) of the Company’s policyholders’ surplus as of December 31 of the last completed calendar year. In performing each of the acts mentioned above, the General Agent shall be under the direct supervision and control of the Reinsurer, and the Reinsurer shall be solely responsible for the acts of the General Agent. While there are acts of the General Agent that may be required by applicable Law to be performed on behalf of the Company, the Reinsurer shall remain ultimately responsible for such acts related to the business produced hereunder.

Section 2.04 Pursuant to, and subject to the terms and conditions of, Section 2.03 above and the Claims Services and Management Agreement, MSI on behalf of the Company, has granted to the General Agent the authority to investigate, evaluate, handle, adjust and settle on behalf of the Company all claims in the manner and subject to the prescribed levels of claims authority reserved by MSI pursuant to the Claims Services and Management Agreement with respect to the Policies produced hereunder and issued by the Company, and the Company hereby acknowledges such grant of authority. If at any time MSI is no longer delegated authority to handle claims on behalf of the Company, the Company shall either (a) enter into directly, or (b) cause MSI’s successor as claims manager for the Company to enter into, an agreement with the General Agent having terms and conditions substantially similar to the Claims Services and Management Agreement.

Section 2.05 The Company shall not be responsible for the General Agent’s expenses and costs, including salaries, bonuses, rentals, transportation facilities, clerk hire, solicitors’ fees, postage, advertising, exchange, personal license fees, adjustment by the General Agent of losses under Policies issued by the General Agent, or any other agency expenses whatsoever. The General Agent’s sole compensation shall be the amounts payable to the General Agent in Article IX of the Reinsurance Agreement and in Article IV and Schedule III of this Agreement.

Section 2.06 The General Agent shall not jointly employ any individual who is employed with the Company, provided that for the avoidance of doubt, service as a director of the General Agent or any of its Affiliates does not constitute employment for purposes of this Section 2.06.

Section 2.07 The General Agent and the Reinsurer understand and agree that this Agreement and the General Agent’s authority hereunder shall cease immediately upon termination, for any reason, of this Agreement or of the Reinsurance Agreement (excepting only the General Agent’s responsibilities with regard to run-off and other matters as set forth herein or in the Reinsurance Agreement).

Section 2.08 Pursuant to the binding authority letter attached hereto as Schedule I (the “Binding Authority”), the Company grants and shall continue to grant, to the General Agent, the authority to solicit, receive and accept applications for Policies produced hereunder, bind coverage under such Policies, and issue, endorse, cancel, reinstate, renew and non-renew such Policies, in each case, consistent with the Binding Authority and the Underwriting Guidelines. The General Agent shall not bind coverage under, or issue or endorse, any proposed Policies on behalf of the Company that fall outside the Binding Authority, or offer to cover risk(s) ineligible for coverage under the Underwriting Guidelines, without the prior written consent of the Company. From time to time (a) the Binding Authority may be amended, modified or otherwise changed only by a written instrument agreed to and signed by each of the Parties and (b) the Underwriting Guidelines shall be subject to amendment and/or modification by the General Agent in compliance with applicable Law and with written notice to the Company and the Reinsurer. The Underwriting Guidelines shall at all times set forth guidelines with respect to the maximum

annual premium volume, the basis of the rates to be charged, the types of risks that may be written, maximum limits of liability, applicable exclusions, territorial limitations, policy cancellation provisions and the maximum policy period. The authority granted by the Company to the General Agent pursuant to the Binding Authority shall be limited to the jurisdictions set forth in the Binding Authority. The Company retains the right to restrict premium volume (a) in accordance with the Underwriting Guidelines and (b) with regard to geographical areas with catastrophe loss exposure to the extent reasonably necessary to conform with the catastrophe reinsurance coverage available to the Company or the Reinsurer, as applicable, with respect to such geographic area.

Section 2.09 With respect to business produced hereunder, the General Agent: (a) may not bind or cede reinsurance or retrocession on behalf of the Company; (b) may not commit the Company to participation in insurance or reinsurance syndicates and (c) may not collect any payment from a reinsurer or commit the Company to any claim settlement with a reinsurer without the prior written approval of the Company; provided, that, if such written approval is given, the General Agent shall promptly forward to the Company a report concerning such transactions. In accordance with and subject to the foregoing, (i) the Parties hereto have agreed to enter into the Reinsurance Agreement, (ii) the Company hereby authorizes the General Agent to collect payments for losses and loss adjustment expenses from a reinsurer, and (iii) the General Agent shall promptly forward a report to the Company concerning such transactions.

Section 2.10 The General Agent acknowledges that, with respect to any state in which business is permitted to be written under the Reinsurance Agreement, this Agreement shall not become effective until the General Agent is first duly appointed by the Company with the applicable Governmental Authority in accordance with applicable Law.

Section 2.11 The Reinsurer acknowledges that the Company shall not be required to monitor the General Agent’s compliance with the terms and conditions of either the Reinsurance Agreement or this Agreement and that the Reinsurer shall be responsible for monitoring the General Agent’s compliance with the Reinsurance Agreement and this Agreement.

Section 2.12 The authority and limitations of the General Agent to issue Policies are as follows:

(a) the maximum annual premium volume the General Agent may produce under this Agreement is $5,000,000,000;

(b) the basis of the rates charged shall be determined by the General Agent and filed on behalf of the Company by the General Agent;

(c) the only lines of business the General Agent is authorized to produce and handle under this Agreement are the lines of business specified in the Binding Authority as set forth in Schedule I;

(d) the maximum limits of liability for Policies to be produced pursuant to this Agreement are as set forth in the Binding Authority and/or the Underwriting Guidelines, as applicable;

(e) the General Agent may issue Policies under this Agreement only to insured residents in the states in which business is permitted to be produced under this Agreement; but this limitation shall not apply to losses if such Policies provide coverage outside the aforementioned territorial limit;

(f) the General Agent shall only cancel Policies as set forth in the policy form for the Policies produced hereunder or as otherwise permitted by applicable Law;

(g) the maximum term for any Policy issued hereunder shall be 12 months unless done in compliance with a filed rating plan or with the written consent of the Company;

(h) the General Agent shall employ all reasonable and appropriate measures to control and keep a record of the issuance of Policies hereunder, including keeping records of Policy numbers issued and maintaining Policy inventories; and

(i) the excluded risks are those set forth in the Reinsurance Agreement.

Section 2.13 In underwriting Policies, the General Agent shall follow the Underwriting Guidelines.

Section 2.14 The General Agent will be responsible for the development of all policy forms and rating plans to be used, including generation of any supporting filing materials, which the General Agent will make available for review by the Company. All policy forms and rates utilized by the General Agent pursuant to this Agreement shall be in accordance with the forms and rating plans filed with and/or approved by the applicable Governmental Authorities by the General Agent on behalf of the Company. Each of the General Agent and the Company (or Affiliates of the Company, to the extent such responsibilities have been delegated by the Company to one or more of its Affiliates) shall work together in good faith to monitor relevant statutory, regulatory and judicial sources for changes in Laws, regulations or case law, and implement any changes to rates, forms, standards or other aspects of the business produced hereunder necessary to comply with such statutory, regulatory or case law changes.

Section 2.15 The Company may cancel or non-renew any Policy produced for it hereunder, after consulting with the General Agent, subject to any requirements imposed by applicable Law concerning such actions.

Section 2.16 The Company shall have ultimate control and responsibility of the functions it has delegated to the extent required by applicable Law.

Section 2.17 The Company shall own and have custody of its general corporate accounts and records.

Section 2.18 In the event that the settlements are not made in a timely manner, the Company shall request interest at the market rate agreed to by the Parties.

Section 2.19 The Company shall take all actions reasonably necessary to preserve, renew and maintain in full force and effect, at all times during the Term of this Agreement, all Permits necessary for it to conduct the business produced pursuant to this Agreement. The General Agent shall monitor premiums generated on a state-by-state basis and shall provide the Company with prompt written notice when applicable state Law requires the appointment of the General Agent as a managing general agent because premium thresholds have been, or are expected to be, exceeded, and following mutual agreement between the Company and the General Agent, the General Agent shall be appointed by the Company as a managing general agent in any such state.

Section 2.20 The General Agent shall take all actions reasonably necessary to preserve, renew and maintain in full force and effect, at all times during the Term of this Agreement, all Permits necessary for it to conduct the business produced pursuant to this Agreement. Without limiting the generality of the foregoing, upon receipt of notice from the Company of its appointment of the General Agent as a managing general agent, the General Agent shall adhere to all licensing requirements that may be triggered in any state by such appointment.

ARTICLE III
PREMIUMS

Section 3.01 It is expressly agreed and understood that all premiums collected by the General Agent on the business produced under this Agreement are collected on behalf of the Company; that such premiums are the property of the Company and the Reinsurer, as their respective interests may appear pursuant to the Reinsurance Agreement, less such commissions and fees as are due to the General Agent as specified herein and in the Reinsurance Agreement. All premiums collected by the General Agent on

the business produced under this Agreement shall be deposited in a segregated premium trust account within 7 days following the date such premiums are collected, and such premiums shall not be commingled with any other funds of the General Agent, except that the General Agent may deposit into the premium trust account any HDC Fees and HVA Fees collected from any holder of a policy issued by the Company to the extent paid in connection with such holder’s premium. The premium trust account shall be established with a federally or state-chartered bank that is a member of the Federal Reserve System whose accounts are insured by the Federal Deposit Insurance Corporation. Despite the General Agent’s ownership of the premium trust account, funds deposited therein by the General Agent on behalf of the Company are understood to be owned by the Company, provided that all investment income and interest earned on the funds maintained in the premium trust account, as well as all costs and fees associated with maintenance of such account, shall belong to the General Agent, and the Company hereby waives any right of ownership to such investment and interest income. The General Agent shall be entitled to withdraw from the premium trust account for purposes of the following disbursements: the payment of claims, funding to a claims account pursuant to the Claims Services and Management Agreement, claims expenses, return premiums and commissions due to the General Agent, the payment of Fronting Fees and other amounts due to the Company, and the remittance of premiums to the Reinsurer and/or the Company, in each case as authorized herein and in the Reinsurance Agreement. For the avoidance of doubt, any funds transferred from the premium trust account to a separate account for the payment of losses shall be considered collected premium and subject in all respects to this Section 3.01. If, in the General Agent’s reasonable opinion, the funds in the premium trust account are not sufficient to make claims payments, the Reinsurer shall wire transfer, within 5 Business Days following receipt of a written request from the General Agent, or as soon as reasonably practicable but always within the requirements of any applicable Laws, into the premium trust account the funds necessary to make all then-outstanding claims payments. The General Agent may retain no more than 3-months of estimated claims payments and allocated loss adjustment expenses. The General Agent shall not make personal use of any funds in the premium trust account. The commissions payable to the General Agent under this Agreement and/or the Reinsurance Agreement are debts due to the General Agent from the Reinsurer, and the privilege granted herein of deducting commissions from such premiums shall not constitute a waiver by the Company of its exclusive ownership rights of premiums as provided herein. Should any formal dispute under Article XI of this Agreement arise between the Company, the Reinsurer and/or the General Agent regarding payment of premium, the General Agent shall, during the pendency of any such dispute, remit all money and property, less commissions and fees as are due to the General Agent as specified herein and in the Reinsurance Agreement, to the premium trust account with full reservation of any and all rights reserved by the Parties.

Section 3.02 The General Agent shall furnish to the Company and the Reinsurer all necessary premium and loss data (in a form acceptable to the Reinsurer and the Company), no later than 30 days following the end of the month during which the business is written or losses are incurred, to enable the Company to record statistics required by Law or as requested by Governmental Authorities of competent jurisdiction. Such data shall include premiums written and unearned premium. Such data shall be segregated by lines of insurance and location of risk.

Section 3.03 The keeping of an account with the General Agent on the Company’s books as a creditor and debtor account is declared a record memorandum of business transacted and no such (a) keeping of an account, (b) alteration in commission rate, (c) failure to enforce prompt remittance, (d) compromise or (e) settlement or declaration of balance of account, shall be held to waive assertion of the trust relation as to premiums collected by the General Agent.

Section 3.04 The General Agent shall be liable for the payment of all premiums upon all Policies written through the General Agent or any sub-producer (including agents, brokers or producers as such terms may be defined under applicable Law) originating business through the General Agent (each, a “Sub-Producer”).

Section 3.05 The General Agent shall pursuant to Sections 6.03, 6.04 and 6.05 of this Agreement, render accounts to the Company detailing all transactions and remit all funds due under this Agreement on not less than a monthly basis.

Section 3.06 The General Agent shall hold all funds collected on behalf of the Company or otherwise due to the Company hereunder in a fiduciary capacity.

ARTICLE IV
COMPENSATION TO THE GENERAL AGENT

Section 4.01 The Reinsurer shall allow the General Agent, in full compensation for all services rendered and in full reimbursement for all expenditures made by the General Agent under this Agreement and the Reinsurance Agreement, the commissions and other fees as set forth in Schedule III to this Agreement. The General Agent shall pay out of the Net Premiums the Company directly its Fronting Fee as specified in Article IX of the Reinsurance Agreement, and the amounts for assignments, assessments, premium taxes, fines and penalties as specified in Article XII of the Reinsurance Agreement. The General Agent shall comply with all relevant compensation disclosure requirements of any Governmental Authority.

Section 4.02 The Company shall not be liable for or responsible for any commissions or other monies payable by the Reinsurer to the General Agent under this Agreement or the Reinsurance Agreement. The General Agent shall not sue or seek arbitration against the Company for any actions by, or debts owing from, the Reinsurer.

Section 4.03 In the event that during the continuance of this Agreement or after its termination, premiums under any Policy are refunded by reasons of cancellation or otherwise, the General Agent agrees to also refund its proportionate share of the commissions on premiums to be refunded. The General Agent shall not be required to return, as commission or return commission, monies greater than the total commission paid or otherwise payable to the General Agent.

ARTICLE V
SUB-PRODUCERS.

Section 5.01 The Company agrees that the General Agent may enter into agreements directly with any Sub-Producer in respect of the Business under this Agreement; provided, however, that the General Agent shall not appoint any Sub-Producer without ensuring that such Sub-Producer is lawfully licensed to transact the type of insurance business with respect to which such Sub-Producer is appointed by the General Agent in connection with this Agreement.

Section 5.02 The General Agent shall have the authority to accept applications and issue Policies produced by or through Sub-Producers. Any and all agreements relating to the production of Policies to which a Sub-Producer who is not an employee of the General Agent is a party shall be made directly between the General Agent and such Sub-Producer; provided, that upon reasonable written notice, and with cause, the Company shall have the right to require the cancellation of any Sub-Producer agreement that allows any such Sub-Producer to produce Policies on its behalf.

Section 5.03 The General Agent shall take reasonable actions to ensure (i) compliance by all Sub-Producers with all written rules, regulations and instructions of the Company communicated to and agreed with the General Agent (such agreement not to be unreasonably withheld, conditioned or delayed), including with respect to collections of premiums and refunds of premiums and (b) that all Sub-Producers treat as confidential, and use only in the interest of the Company, all instructions, information and materials received from the Company.

Section 5.04 The General Agent shall be responsible for the costs and expenses of appointing any Sub-Producers, including costs of background checks and other associated appointment costs.

Section 5.05 The General Agent shall be responsible for all commissions payable to any and all Sub-Producers. Neither the General Agent nor any Sub-Producer shall seek to hold the Company or the Reinsurer liable through litigation, arbitration or otherwise for commissions payable to such Sub-Producers.

Section 5.06 The General Agent shall not permit its Sub-Producers to serve on its board of directors.

ARTICLE VI
ADDITIONAL DUTIES OF GENERAL AGENT

Section 6.01 The General Agent shall, at all times during the Term of this Agreement, comply with all applicable Laws and all Governmental Orders, policy decisions or other requirements of the Missouri Department of Commerce and Insurance or other applicable Governmental Authorities, and in addition shall also comply with all United States economic trade and sanction Laws, as administered by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury. The General Agent shall perform all requirements of OFAC for the business written pursuant to this Agreement, including performing OFAC requirements at binding of Policies and OFAC requirements in the administration of claims and issuance of payment.

Section 6.02

(a) Company and Reinsurer Access to Books and Records. The General Agent shall maintain, in accordance with applicable Law, separate books, records, accounts and underwriting files with respect to Policies issued by the Company hereunder. Subject to Section 12.01, the Company and the Reinsurer and their representatives shall be provided reasonable access, upon reasonable prior written notice to General Agent and during regular business hours, (i) to inspect, audit, examine and/or copy, as applicable, at the Company’s or the Reinsurer’s cost and expense, as applicable, the books, records, accounts and underwriting files with respect to Policies issued by the Company hereunder in a form usable by the Company and (ii) to audit the General Agent’s compliance with all OFAC requirements, as set forth in Section 6.01, both at the time of binding of Policies and in the administration of claims and issuance of payment. The General Agent shall reasonably cooperate with the Company or the Reinsurer, as applicable, upon any such exercise and shall produce any and all such materials as are requested in writing by the Company or the Reinsurer, as applicable.

(b) Parties Access to Information Related to Nonpublic Information. In addition, the Parties and their representatives shall be provided reasonable access, upon reasonable prior written notice to another Party during regular business hours to inspect, audit, examine and/or copy, as applicable, any information or materials in the audited Party’s possession, custody or control relating in any way to its obligations to protect Nonpublic Information (as defined below) under this Agreement. Each Party will reasonably cooperate with the requesting Party upon any such inspection, audit, examination or copying and shall produce all such information or materials as are requested in writing by that Party.

(c) Directors’ Access to Books and Records. The General Agent shall provide to the Director, upon reasonable prior written notice by the Director and during regular business hours, access to all books, records and bank accounts of the General Agent in respect of the Policies issued by the Company hereunder in a form usable to the Director. The books, records, accounts and underwriting files with respect to each Policy issued by the Company hereunder shall be maintained by the General Agent for the longer of 7 years following the termination date of such Policy or the retention period specified by applicable Law.

(d) In conducting any inspection, audit, examination or copying any books, records, accounts, underwriting files or otherwise, the auditing party is bound by and subject to the terms of this Agreement including the confidentiality provisions set forth in Section 12.01.

Section 6.03 The General Agent shall maintain adequate accounting procedures and systems, at no cost or expense to the Company, and shall provide statistics in a timely manner for all reporting requirements under the Reinsurance Agreement or this Agreement and/or as shall be required from time to time by the Missouri Department of Commerce and Insurance, any other applicable Governmental

Authority or any applicable statistical agent. Such statistical information shall be provided to the Company by the General Agent at the General Agent’s sole cost and expense.

Section 6.04 The General Agent shall forward to the Company, no later than the 15th day following the month being accounted for (or in respect of December only, within 30 days following the end thereof, which December report shall include the below information for that calendar month and for the relevant year), a report in detail of all Policies written or placed, or liability increased or decreased, or Policies continued or renewed or canceled by or through the General Agent during the month being accounted for, which shall include all premiums due thereon whether collected or not. Such report shall show the net amount due to the Company and the Reinsurer on all such business on the lines of business authorized to be written by the General Agent and the amounts paid in Losses, Loss Expenses and commissions. Such report shall also include, to the extent not already included, both insurance and reinsurance transactions, including:

(a) statement of written, earned and unearned premiums;

(b) Losses and Loss Expenses outstanding;

(d) any management fees.

The report shall be received by or confirmed to the Company no later than 30 days following the end of the month for which business is reported. The Company shall maintain such account reports on file for at least 7 years or such longer period specified by applicable Law and shall make the account reports available to the Missouri Director, or other applicable Director, for review upon request.

Section 6.05 The General Agent shall account for and furnish to the Company, upon written request by the Company with reasonable prior notice, complete copies of all Policies issued or otherwise covered, copies of all spoiled, voided or otherwise unissued Policies, and copies of all claim files created with respect to all loss occurrences under any Policy issued under this Agreement.

Section 6.06 The Company holds title to all undelivered pre-printed forms of Policies, books and supplies related to the reinsured business, and these shall be delivered to the Company or destroyed by the General Agent immediately upon the termination of this Agreement. The General Agent and the Reinsurer shall comply with the foregoing without compelling the Company to resort to any legal proceedings whatsoever. Upon the written request of the Company, prior to or after the termination of this Agreement, the General Agent and the Reinsurer shall provide to the Company, at the General Agent’s or the Reinsurer’s sole cost and expense, electronic copies of any and all insured or policy related data related to the reinsured business required to be retained by the Company pursuant to applicable Law, in a format mutually agreeable to the Parties. Further, the General Agent and the Reinsurer shall provide the Company with access to vendor or other third party systems, data, information, reports, files or statistics prior to or after the termination of this Agreement.

Section 6.07 Neither the Reinsurer nor the General Agent shall insert any advertisement with respect to the Company or the business to be written under this Agreement in any publication or issue any circular or paper referring to the Company or such business, unless (a) required by applicable Law, (b) consistent with such uses by the Reinsurer or the General Agent prior to the Agreement Effective Date, provided such use is in compliance with applicable Law as of the date of such action or inaction or (c) the form of such advertisement has been presented to, and approved by, the Company. The General Agent and the Reinsurer shall comply with all Laws pertaining to advertising. The Reinsurer and/or the General Agent shall establish and maintain records of any such advertising as required by applicable Laws. The Reinsurer and the General Agent, on the one hand, and the Company, on the other hand, shall not use the other Party’s name, logo, branding, trademark, service mark or other intellectual property unless (a) required by applicable Law, (b) consistent with such uses by the Party to which such intellectual property belongs prior to the Agreement Effective Date or (c) prior written consent of the Party to which such intellectual property belongs, as applicable, is obtained.

Section 6.08 The General Agent shall maintain on behalf of the Company and the Reinsurer complete copies of all Policies issued hereunder and copies of all claim files created with respect to all loss occurrences thereunder. All Policies and/or claim files required to be maintained by the General Agent pursuant to this Section 6.08 may be maintained in electronic data storage form accessible by computer, and if stored in this fashion then no physical copy of such items need to be maintained. Where electronic claims files are maintained by the General Agent, any data from such files requested or required by the Company shall be provided within 30 days or less upon receiving written request from the Company.

Section 6.09 Within 30 days following the end of each month, the General Agent shall pay to the Reinsurer the positive balance, if any, of (a) Net Premiums written during the month, less (b) the General Agent's commission (as set forth in Section 9.05 of the Reinsurance Agreement), less (c) Loss Expenses and Loss payments. If such balance is a negative amount, then the Reinsurer shall pay the General Agent as soon as possible after the end of the month, and no later than 10 Business Days following receipt of the amount due as reported by the General Agent. During the Term of this Agreement, the General Agent shall be allowed to pay the Net Premiums payable to the Reinsurer under this Section 6.09 on the basis of Net Premium collected; provided, however, that the General Agent shall remain liable for the full amount of Net Premium as specified above.

Section 6.10 The General Agent shall be solely responsible for procuring any renewal, extension or new Policy that may be required by any applicable Law with respect to Policies originally written directly for the Company.

Section 6.11 The General Agent agrees that its duties and obligations under this Agreement shall be due and owing also to the Company’s and the Reinsurer’s successors and assigns.

Section 6.12 Nothing in this Article VI shall be construed as requiring the Company to monitor the book of business that is the subject of the Reinsurance Agreement for the benefit of the Reinsurer.

Section 6.13

(a) The Company shall conduct or cause to be conducted, at the sole cost of the Company, a semi-annual examination of the General Agent and the Reinsurer, as applicable, in accordance with the Company’s examination guidelines.

(b) Such examinations required under Section 6.13(a) above shall be conducted in a reasonable manner and shall contain the information outlined in (i) through (v) below or such additional information that may be required by applicable Law, which shall be made available to the Missouri Director for review and shall remain on file with the Company for a minimum of 3 years.

(i) Claims procedures of the General Agent;

(ii) Timeliness of claims payments by the General Agent (i.e., lag time between date claim is reported and date claim is paid);

(iii) Timeliness of premium reporting and collection by the General Agent;

(iv) Compliance by the General Agent with the Underwriting Guidelines under Section 2.12 hereof; and

(v) Reconciliation of Policy inventory.

Section 6.14 The General Agent shall return any unearned premium due insureds or other Persons on the business that is the subject of the Reinsurance Agreement; if for any reason the General Agent does not return such unearned premium, then the Reinsurer shall pay such amount and/or amounts.

Section 6.15 The General Agent shall be duly licensed as required under applicable Law to perform its duties hereunder.

Section 6.16 Should any Governmental Authority of competent jurisdiction make a request to the Company for any data required to comply with any data call generally applicable to insurers operating in a given jurisdiction with respect to the lines of business covered herein, the General Agent shall be responsible for providing the Company with all such data including financial and other underwriting information (in a form reasonably acceptable to the General Agent and the Company), that is mandatory in order for the Company to provide the information requested by such Governmental Authority in connection with such data calls and related reporting requirements. Should the request from such Governmental Authority require the Company to contract the services of an outside source, such as an actuarial firm, to compile the data that is mandatory, the General Agent and the Company shall agree on the selection of such service provider (such agreement not to be unreasonably withheld, conditioned or delayed) and the General Agent shall be responsible for the total cost for services rendered.

Section 6.17 The General Agent, when placing business under this Agreement, may not charge a per-Policy fee in excess of any fees allowed by the applicable Governmental Authority.

Section 6.18 The General Agent and/or the Reinsurer shall be responsible for calculating and establishing total loss reserves (including IBNR) required by the applicable Governmental Authorities, and shall provide annually to the Company an independent actuarial opinion attesting to the adequacy of loss reserves established for losses incurred and outstanding on business produced hereunder.

Section 6.19 The General Agent will act in accordance with the statistical reporting standards applicable to the business produced under this Agreement. The General Agent will, at its sole cost and expense and as instructed by the Company, cooperate with and assist the Company to produce, prepare and file statistical information with the designated statistical reporting bureau. The General Agent will also, as required, furnish the Company, and other parties as designated by the Company, with monthly, quarterly and annual reports showing statistical data in respect of the business written hereunder.

Section 6.20 Upon receipt by the General Agent of an invoice from the Company specifying an assessment for bureau fees related to statistical reporting and boards and bureaus participation and any similar fees (“Bureau Fees”), the General Agent shall remit such Bureau Fees to the Company within 30 days following receipt of such invoice. In addition to the Bureau Fees, should the Company be charged any fines or penalties for incomplete, inaccurate or delinquent reporting, the General Agent shall pay such fines or penalties immediately upon its receipt of such written notice. Should the General Agent fail to remit any amounts due to the Company under this Section 6.20, then the Reinsurer shall pay such amounts within 30 days of receiving written notice from the Company. The Bureau Fees are in addition to other fees and expenses expressly enumerated herein and in this Reinsurance Agreement.

Section 6.21 Upon receiving a written request from the Company or the Reinsurer, the General Agent shall provide an audited balance sheet of the General Agent as at the end of each such fiscal year and the related audited statements of income and of cash flows for such fiscal year. Such balance sheet and related statements shall (a) be in accordance with U.S. GAAP, (b) set forth, in each case, in comparative form, the figures for the previous fiscal year and (c) be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by an independent certified public accounting firm satisfactory to the Company (the “Annual Financial Statements”). If the General Agent does not have the audited balance sheet described above, it shall prepare or cause to be prepared for each of its fiscal quarters an unaudited balance sheet of the General Agent as at the end of each such fiscal quarter and the related unaudited statements of income and of cash flows for such fiscal year in accordance with U.S. GAAP setting forth, in each case, in comparative form, the figures for the same fiscal quarter of the previous year (the “Quarterly Financial Statements”). No later than 10 days following the date that they are prepared and issued, the General Agent shall deliver to the Company and the Reinsurer a copy of the General Agent’s Annual Financial Statements and Quarterly Financial Statements, as applicable.

Section 6.22 If the General Agent produces business in California on behalf of the Company:

(a) The General Agent shall comply with all applicable provisions of the California Code of Regulations, Title 10, Chapter 5, Subchapter 9. Insurance Fraud, Article 2. Special Investigative Unit Regulations, in its entirety (the “CA Regulations”) and the applicable provisions of the California Insurance Frauds Prevention Act (“IFPA”). Specifically as used herein, “Anti-fraud Personnel” means any personnel employed by the General Agent and/or a permitted third-party subcontracted by the General Agent whose duties may include the processing, investigating or litigation pertaining to the payment or denial of a claim or application for adjudication of a claim, or an application for insurance, which may include claims handlers, underwriters, policy handlers, call center staff, legal staff and such other persons performing similar duties.

(b) As part of their regular duties, Anti-fraud Personnel shall identify and refer suspected fraud to the Company’s designated Special Investigative Unit (“SIU”) in accordance with the minimum standards applicable to “integral anti-fraud personnel” under the CA Regulations and IFPA, in addition to any written procedures or guidelines provided by the Company, as may be amended or updated from time to time. At all times, the Company shall have authority to exercise oversight over the duties performed by Anti-fraud Personnel.

(c) The General Agent shall comply with all written requests by the Company for anti-fraud related reporting and information. At a minimum, reports of anti-fraud related data shall include the number of California closed claims, the number of California SIU referrals to the Company’s designated SIU, the number of newly hired Anti-fraud Personnel, the number of Anti-fraud Personnel (including personnel of sub-contracted entities) performing services pursuant to this Agreement and any other information as requested by the Company.

(d) In addition to any training required pursuant to this Agreement, Anti-fraud Personnel shall successfully and timely complete anti-fraud in-service training in compliance with the CA Regulations. The General Agent will provide California-compliant documentation of the completion of such training in a manner and timeframe designated by the Company.

(e) The General Agent may, in its sole discretion, enter into any agreement with any subcontractor to perform Anti-fraud Personnel duties (as described above), and in such case the agreement must include the following provisions:

(i) An express provision requiring the General Agent and the subcontractor to provide to the California Department of Insurance Fraud Division (the “Fraud Division”) a complete and executed copy of any such agreement between the General Agent and the subcontractor, including all attachments, exhibits and amendments thereto, upon request by the Fraud Division.

(ii) An express provision that any such agreement between the General Agent and a subcontractor shall (A) specify all Anti-fraud Personnel duties and functions to be performed by the parties to the contract and how the General Agent monitors performance of the contract responsibilities; (B) not include provisions that could provide disincentives to the referral and/or investigation of suspected insurance fraud; (C) not include provisions that purport to relieve the General Agent of any obligation to comply with the requirements of the CA Regulations and IFPA and (D) expressly require the subcontractor to comply with all applicable provisions of the CA Regulations and IFPA.

(iii) An express provision that in the event any subcontractor to the General Agent contracts with any other entity or entities to perform Anti-fraud Personnel duties on behalf of the Company (“sub-subcontractor”), such agreement must contain the following provisions:

(A) An express provision that any such agreement between the subcontractor and its sub-subcontractor shall (1) specify all Anti-fraud Personnel duties and functions to be performed by the parties to the contract and how the subcontractor monitors performance of the contract responsibilities; (2) not

include provisions that could provide disincentives to the referral and/or investigation of suspected insurance fraud; (3) not include provisions that purport to relieve the subcontractor of any obligation to comply with the requirements of the CA Regulations and IFPA and (4) expressly require the sub-subcontractor to comply with all applicable provisions of the CA Regulations and IFPA.

(B) An express provision requiring that the subcontractor and its sub-subcontractor provide to the Fraud Division a complete and executed copy of any such agreement between the subcontractor and its sub-subcontractor, including all attachments, exhibits and amendments thereto, upon request by the Fraud Division.

(C) An express provision prohibiting the sub-subcontractor from permitting, or contracting with, any other entity to perform the Anti-fraud Personnel duties and functions to be performed by the parties on behalf of the Company.

Section 6.23 Each of the General Agent and the Company shall provide reasonable cooperation and assistance to the Party (including by providing any applicable data and information needed) in responding to and/or resolving any general requests, communications or other Actions by or from any Governmental Authority, including any financial or market conduct examinations, and with respect to any specific regulatory investigations and consumer complaints, in each case, regarding business produced hereunder (“Regulatory Matter”), and each of the General Agent and the Company shall promptly notify the other Party of any such Regulatory Matter of which it becomes aware. With respect to any program specific inquiries, investigations or complaints, the General Agent shall take the lead on proposing the responses, gathering the requested information and (x) if such Regulatory Matter is received by the General Agent directly and not through the MSI Regulatory Portal (as defined in the Claims Services and Management Agreement) or MSI’s or the Company’s email, the General Agent shall submit the response, in the name of and on behalf of both the General Agent and the Company, subject to input and approval from the Company or (y) if such Regulatory Matter is received by the Company through MSI’s or the Company’s email, the General Agent, the Company shall submit the response, in the name of and on behalf of both the General Agent and the Company, subject to input and approval from the General Agent. In either case, the Parties shall provide a written draft of any such response and related information to the other Party at least 5 Business Days prior to the deadline for such response (or such shorter period if required by applicable Law), whose input and approval shall not be unreasonably withheld, conditioned or delayed. Neither the General Agent nor the Company shall submit any responses, communications or other correspondences to any Governmental Authority in connection with any such Regulatory Matter without first providing the other Party an opportunity to review and comment on such response, communication or other correspondence. Each of the General Agent and the Company shall (a) consider in good faith the comments and views of such other Party regarding such response, communication or correspondence prior to any submission to the applicable Governmental Authorities, (b) not have any substantive communications with any Governmental Authority in respect of any Regulatory Matter unless they have engaged in prior consultation with the other Party (to the extent legally permissible) and, to the extent permitted by applicable Law and by such Governmental Authority, give the other Party a reasonable opportunity to participate in such substantive communications and (c) keep each other apprised of the status of and, if permitted, copy the other party on, any substantive communications with, and any material inquiries or requests for additional information from, any Governmental Authority.

Section 6.24 The General Agent and the Reinsurer shall give the Company 90 days’ advance written notice of any Change of Control involving the General Agent or the Reinsurer, and the Company shall give the General Agent and the Reinsurer 90 days’ advance written notice of any Change of Control involving the Company.

ARTICLE VII
TERM AND TERMINATION

Section 7.01 The effective date of this Agreement is 12:01 a.m., Eastern Time, on January 1, 2026 (the “Agreement Effective Date”). The initial term of this Agreement shall run through and including December 31, 2028 (the “Initial Term”), and upon expiration of the Initial Term, this Agreement will automatically renew for additional 1-year terms (each a “Renewal Term” and together with the Initial Term, the “Term”), until terminated according to the provisions set forth herein. Any renewal will be subject to the re-filing of this Agreement with the Director to the extent required by applicable Law. Any notice of termination issued by the Company, the General Agent or the Reinsurer shall only be effective if sent directly to the other Parties in accordance with Section 10.01 below not through any broker, intermediary or other party.

Section 7.02 This Agreement may be terminated at any time as follows:

(a) By mutual written agreement of the Parties; or

(b) By the Company for cause immediately upon written notice to the General Agent and the Reinsurer in the event of any of the following:

(i) the General Agent or the Reinsurer commits a material breach of any of its covenants or obligations set forth in this Agreement, the Reinsurance Agreement or the Claims Services and Management Agreement, in each case, that is not remedied within 90 days following receipt by the General Agent and the Reinsurer of written notice of such breach; or

(ii) the General Agent or the Reinsurer becomes the subject of an Insolvency Event; or

(iii) the General Agent or the Reinsurer has (A) committed fraud or embezzlement in connection with any aspect of the business produced hereunder, (B) been found by Governmental Order to have violated any material Law other than upon reliance on advice of counsel or committed any act or omission constituting willful misconduct, in each case, in connection with the business produced hereunder or (C) been convicted or entered a guilty plea or plea of nolo contendere in connection with any felony involving dishonesty or moral turpitude in connection with the business produced hereunder; or

(iv) if any license that is required by any Governmental Authority in order for the General Agent to perform its duties under this Agreement is revoked or is otherwise not maintained and if the General Agent is unable to reinstate such license within 60 days, the Company may terminate this Agreement as to any such state by providing written notice to the General of such termination. This Agreement shall remain in full force and effect as to each state for which the General Agent’s license is in compliance.

(c) By the General Agent and the Reinsurer for cause immediately upon written notice to the Company in the event of any of the following:

(i) the Company commits a material breach of any of its covenants or obligations set forth in this Agreement that is not remedied within 90 days following the receipt by the Company of written notice of such breach; or

(ii) the Company becomes the subject of an Insolvency Event; or

(iii) the Company has (A) committed fraud or embezzlement in connection with any aspect of the business produced hereunder, (B) been found by Governmental Order to have violated any material Law other than upon reliance on advice of counsel or

committed any act or omission constituting willful misconduct, in each case, in connection with the business produced hereunder or (C) been convicted or entered a guilty plea or plea of nolo contendere in connection with any felony involving dishonesty or moral turpitude in connection with the business produced hereunder; or

(iv) if the financial strength rating of the Company provided by A.M. Best is lower than “A” (Excellent) for more than 180 consecutive days; or

(d) By (i) the Company, upon 180 days’ prior written notice to the General Agent and the Reinsurer in the event the General Agent or the Reinsurer is the subject of a Change of Control, provided that such written notice is received by the General Agent and the Reinsurer within 180 days following the occurrence of such Change of Control, or (ii) the General Agent and the Reinsurer, upon 180 days’ prior written notice in the event the Company is the subject of a Change of Control, provided that such written notice is received by the Company within 180 days following the occurrence of such Change of Control; or

(e) By the Company or the Reinsurer, as of any December 31, by providing written notice to the other Parties at least 24 months prior to the expiration of the Initial Term or at least 12 months prior to the expiration of the applicable subsequent Renewal Term; or

(f) Automatically and immediately, without notice, upon expiration or termination of the Reinsurance Agreement and/or the Master Relationship Agreement.

Section 7.03 It is expressly agreed and understood that nothing in this Article VII authorizes the General Agent to write any new business under this Agreement should the Reinsurance Agreement terminate, except the business that is required to be renewed or issued because of applicable Law, as provided in Section 5.03 of the Reinsurance Agreement.

Section 7.04 In the event of termination of this Agreement, after the General Agent having promptly accounted for and paid over undisputed premiums for which it may be liable, the General Agent’s records, use and control of expirations shall remain the property of the General Agent and left in its undisputed possession.

Section 7.05 In the event that this Agreement is terminated, the General Agent, for no additional fee, shall have the authority as provided in this Agreement to continue to perform all of its duties under this Agreement on the remaining Policies during the run-off period; provided, that, in the case of the foregoing, the Reinsurer assumes 100% of the Losses and Loss Expenses (as defined in the Reinsurance Agreements) relating to the Business; provided, further, that the Company may, at its sole discretion, revoke such authority if this Agreement is terminated for cause pursuant to Section 7.02(b)(ii), (iii) or (iv) (if and only if such termination under clause (iv) is triggered in connection with the General Agent’s loss of licenses in all jurisdictions), in which case the Reinsurer shall appoint a successor general agent at no cost to the Company. The General Agent’s duties during the run-off period shall include handling and servicing of all Policies through their natural expiration, together with any Policy renewals required to be made by the provisions of applicable Law, whether or not the effective date of such renewal is subsequent to the effective date of termination of this Agreement. Further, upon termination of this Agreement, the General Agent shall not be relieved of or released from any obligation created by or under this Agreement in relation to payment, expenses, reports, accounting or handling, which relate to the outstanding insurance business under this Agreement existing on the date of such termination. The Company, the General Agent and the Reinsurer will cooperate in handling all such business until the business has expired either by cancellation or by the terms of the Policies and all outstanding losses and loss adjustment expenses have been settled.

Section 7.06 As the Reinsurance Agreement provides for termination on a run-off basis, the relevant provisions of this Agreement shall apply to business being run-off. It is also expressly agreed that the terms, conditions and obligations of Sections 2.05 and 2.07, Articles III, IV, and VI, Sections 7.03, 7.04, 7.05, 7.06 and 7.07, Articles IX, X, XI, XII and XIII herein shall survive expiration or termination of this Agreement.

Section 7.07 If the Company provides written notice to the General Agent of termination for cause under Section 7.02(b) and there is a formal dispute under Article XI of this Agreement regarding the cause for termination by the Company, then the Company may temporarily suspend, in whole or in part and in any or all of the states in which the General Agent has been granted authority, the authority of the General Agent hereunder during the pendency of such formal dispute, provided that any such suspension shall commence no sooner than 5 Business Days after the Company provides written notice thereof to the General Agent and if such dispute is resolved in the General Agent’s favor, the General Agent’s authority shall be promptly reinstated.

ARTICLE VIII
ERRORS AND OMISSIONS POLICY; FIDELITY BOND

Section 8.01 The General Agent shall, at all times during the term of this Agreement, maintain an errors and omissions insurance policy for the benefit of the Company with a policy limit of an amount equal to $5,000,000 or such other amount as may be required by applicable Law. The General Agent shall review the policy limit of such errors and omissions insurance policy on an annual basis to ensure its compliance with this Section 8.01. The General Agent shall provide a certificate of such insurance coverage to the Company annually and shall notify the Company immediately if any such coverage is cancelled or otherwise terminated.

Section 8.02 The General Agent shall provide a fidelity bond for the benefit of the Company in the amount required by applicable Law.

ARTICLE IX
HOLD HARMLESS AND INDEMNIFICATION

Section 9.01 Obligation of the General Agent and the Reinsurer.

(a) The General Agent and the Reinsurer, jointly and severally, shall defend, indemnify and hold harmless the Company and its Affiliates and each of their respective officers, directors, equityholders, employees, agents, successors and assigns (“Company Indemnified Parties”), from and against, and pay or reimburse each such Person for, any and all liabilities, losses, claims, demands, Actions, judgments or causes of action, assessments, costs and expenses (including reasonable and documented attorneys’ fees and expenses) (“Liabilities”) suffered by such Persons to the extent arising out of or relating to: (i) the business produced under this Agreement; (ii) the gross negligence or willful misconduct of the General Agent, any Sub-Producer or the Reinsurer in connection with this Agreement; (iii) any material failure of the General Agent, the Reinsurer and/or any Sub-Producer to comply with the requirements of applicable Law in the performance of its obligations under this Agreement (other than as a result of the Company’s failure to perform its obligations under this Agreement) or (iv) any material breach by the General Agent and/or the Reinsurer of its obligations under this Agreement; provided, however, the General Agent and the Reinsurer shall not be liable to indemnify any Company Indemnified Party or hold any of them harmless from any Liabilities incurred by such Company Indemnified Party to the extent such Liability arises as a result of the gross negligence or willful misconduct of any Company Indemnified Party.

(b) In connection with any third-party Action where the General Agent and/or the Reinsurer has agreed to indemnify and hold the Company harmless pursuant to Section 9.01(a), the General Agent and the Reinsurer shall not institute or prosecute or aid in the institution or prosecution of any Action against the Company which alleges that the Company is liable or which seeks contribution or recovery from the Company with respect to such third-party Action. Notwithstanding the foregoing, nothing contained in this Section 9.01(b) shall operate to deny the General Agent or the Reinsurer the right to defend itself in connection with any third-party Action against the General Agent, the Reinsurer and/or the Company.

Section 9.02 Obligations of the Company.

(a) The Company shall defend, indemnify and hold harmless the General Agent and its Affiliates and each of their respective officers, directors, equityholders, employees, agents, successors and assigns (“Hagerty Indemnified Parties”), from and against, and pay or reimburse each such Person for, any and all Liabilities suffered by such Persons in connection with this Agreement to the extent arising out of or relating to (i) the gross negligence or willful misconduct of the Company in connection with this Agreement; (ii) the Company’s material breach of its obligations under this Agreement or (iii) any material failure of the Company to comply with the requirements of applicable Law in the performance of its obligations under this Agreement (other than as a result of the General Agent’s and/or the Reinsurer’s failure to perform its obligations under this Agreement); provided, however, the Company shall not be liable to indemnify any Hagerty Indemnified Party or hold any of them harmless from any Liabilities incurred by such Hagerty Indemnified Party to the extent such Liability arises as a result of the gross negligence or willful misconduct of any Hagerty Indemnified Party.

(b) In connection with any third-party Action where the Company has agreed to indemnify and hold the General Agent or the Reinsurer harmless pursuant to Section 9.02(a), the Company shall not institute or prosecute or aid in the institution or prosecution of any Action against the General Agent or the Reinsurer which alleges that the General Agent or the Reinsurer is liable, or which seeks contribution or recovery from the General Agent or the Reinsurer with respect to such third-party Action. Notwithstanding the foregoing, nothing contained in this Section 9.02(b) shall operate to deny the Company the right to defend itself in connection with any third-party Action against the Company, the General Agent and/or the Reinsurer.

Section 9.03 Procedures. Any party that may be entitled to indemnification under this Article IX shall promptly notify the indemnifying party in writing of any pending or threatened claim or demand that such party has determined has given or could reasonably give rise to a right of indemnification under this Agreement, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the indemnifying party from any of its obligations under this Article IX except to the extent the indemnifying party is actually and materially prejudiced by such failure. Upon receipt of such notice, the indemnifying party may assume the defense and control of such claim or demand; provided, however, that the indemnified party shall be entitled to participate in the defense of such claim or demand with its own counsel and at its own expense. The indemnified party may take such actions reasonably necessary to defend such claim or demand prior to the time it receives notice from the indemnifying party advising that the indemnifying party will be assuming the defense of such claim or demand, and the indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have not yet given notice of such claim or demand as provided above). If the indemnifying party assumes the defense of any such claim or demand, it shall not be liable to the indemnified party for any legal fees or other expenses subsequently incurred by the indemnified party in connection with such claim or demand absent the indemnifying party’s written approval of such expenses.

ARTICLE X
MISCELLANEOUS

Section 10.01 All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing (including electronic transmission) and shall be given by delivery in person, by overnight courier service, by email (with confirmation of transmission) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses:

(a) If to the Company:

Essentia Insurance Company
4521 Highwoods Parkway
Glen Allen, Virginia 23060
Telephone: 804-747-0136

Attention: President
Email: [email protected]

With a copy to:

Markel Service, Incorporated
4521 Highwoods Parkway
Glen Allen, Virginia 23060
Attention: Legal Regulatory
Email: [email protected]

(b) If to the Reinsurer:

Hagerty Reinsurance Limited

Power House, 7 Par-la-Ville Road

Hamilton, HM11 Bermuda

Telephone: +1.441.298.6689

Attention: Nicky McPhee

Email: [email protected]

With a copy to:

Hagerty, Inc.
141 River’s Edge Drive
Traverse City, Michigan 49684
Telephone: +1.312.401.7903
Attention: Chief Legal Officer
Email: [email protected]

Hagerty Insurance Agency, LLC
141 River’s Edge Drive
Traverse City, Michigan 49684
Telephone: 312-401-7903
Attention: Chief Legal Officer
Email: [email protected]

or such other address or email as such Party may hereafter specify for the purpose by written notice to the other Parties. All such notices, requests, claims, demands and other communications shall be deemed received (i) if by personal delivery, on the day of such delivery, (ii) if by certified or registered mail, on the 5th Business Day following the mailing thereof, (iii) if by overnight courier service, on the day delivered or (iv) if by email, on the day on which such email is sent if sent prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise, on the next succeeding Business Day in the place of receipt.

Section 10.02 This Agreement shall be binding upon the Parties, together with their respective successors. None of the Parties may assign any of their rights or obligations under this Agreement voluntarily or involuntarily, including by Change of Control, operation of law or any other manner. Any purported assignment in violation of this Section 10.02 shall be null and void.

Section 10.03 This Agreement, together with any documents incorporated herein by reference, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all previous agreements, written or oral, and amendments thereto with respect to the subject matter hereof.

Section 10.04 This Agreement may be amended, modified or supplemented only by a written instrument executed by all Parties. All such amendments, modifications or supplements shall specify the effective date of such amendments, modifications or supplements. No verbal modification will be recognized by any Party, and this Agreement cannot be modified by any subsequent practices or course of dealing by the Parties inconsistent herewith.

Section 10.05 A waiver by the Company, the Reinsurer or the General Agent of any breach or default by another Party under this Agreement shall not constitute a continuing waiver or a waiver by the Company, the Reinsurer or the General Agent of any subsequent act in breach or default hereunder.

Section 10.06 This Agreement is not exclusive, and the Company reserves the right to appoint or contract with other reinsurers, agents and/or managing agents, and the General Agent reserves the right to act as general agent for other insurers or reinsurers.

Section 10.07 The Company shall have no right of control over the General Agent as to time, means or manner of the General Agent’s conduct within the terms of this Agreement and the Reinsurance Agreement, and the authority herein granted and nothing herein is intended or shall be deemed to constitute the General Agent an employee or servant of the Company. The General Agent shall at all times be an independent contractor.

Section 10.08 The General Agent and the Reinsurer shall not offset balances due under this Agreement or the Reinsurance Agreement against balances due or owing under any other contract.

Section 10.09 All provisions of this Agreement are intended to be enforced to the fullest extent permitted. Accordingly, should a Governmental Authority of competent jurisdiction or arbitration panel determine that any provision of this Agreement is for any reason invalid, illegal or unenforceable as written, the Parties intend that the Governmental Authority or arbitration panel should reform the provision as it determines to be valid, legal and enforceable under present or future Law; such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance. The Reinsurer, the General Agent and the Company shall, working in cooperation with each other, undertake to propose and agree to such appropriate modifications in order to modify this Agreement so that it shall so comply with applicable Law, to the extent practicable.

Section 10.10 This Agreement shall be interpreted under the Laws of the State of Missouri.

Section 10.11 EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.12 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ARTICLE XI
DISPUTE RESOLUTION

Section 11.01 The Parties shall attempt in good faith to resolve any dispute (“Dispute”) arising out of or in connection with this Agreement or the transactions contemplated hereby promptly through negotiations between executive officers of the Parties.

Section 11.02 If the Parties are unable to resolve any Dispute, including a dispute as to the validity or existence of this Agreement, in accordance with Section 11.01 within 30 calendar days after the commencement of negotiations, then the procedures outlined in this Section 11.02 shall be followed in order to resolve the Dispute. Each Party waives its right to seek relief in any judicial forum.

(a) The Parties shall engage in a structured dispute-resolution process that consists of mandatory mediation which, if unsuccessful, may be followed by submitting the Dispute to arbitration. The Parties must complete each level of the process outlined in this Section 11.02(a) before proceeding to the next level. Failure of a Party to participate in the structured dispute resolution process in good faith shall constitute a separate breach of this Agreement, and shall entitle the non-breaching Party to recovery of all reasonable costs and attorney fees incurred in enforcing its rights hereunder.

(b) The Party wishing to pursue the claim that has led to the Dispute must provide written notice to the other Parties containing a brief description of the claim. The Parties will then jointly select a mediator by informal agreement. If agreement cannot be reached on appointment of the mediator within 30 calendar days after notice of the claim has been given, the Parties will select a mediator from a panel provided by JAMS, Inc.

(c) The mediator shall not have any direct financial or personal interest in the outcome of the mediation. The mediator shall be an active or retired disinterested executive officer of a property and casualty insurance or reinsurance company or an attorney with significant and demonstratable experience in the insurance or reinsurance industry. Before selection, mediator candidates shall disclose potential conflicts of interest.

(d) After the mediator is selected, the Parties shall agree on a date, time and place for the mediation. However, if the Parties fail to agree, the mediator shall schedule the mediation on a Business Day during normal business hours. Unless the Parties agree otherwise, the mediation shall take place in Chicago, Illinois.

(e) Before the scheduled mediation, each Party may provide the mediator with a brief written summary of the Dispute setting forth such Party’s position concerning all claims relating to such Dispute.

(f) The Parties may be assisted or represented by an attorney. Each Party shall ensure that the mediation is attended by a representative of such Party with actual authority to engage in good faith discussions to resolve the Dispute. The mediation shall be a private and confidential meeting of the Parties and the mediator. Without the agreement of the Parties, no one may attend the mediation except the mediator, representatives of the Parties, and their attorneys.

(g) The entire mediation process is confidential, except for the fact that the mediation process has taken place, and the Parties, their respective representatives and the mediator shall not disclose to any non-Party the subject of the mediation or any information about the mediation except as may be required by Law, for insurance purposes, or as necessary to enforce this Agreement to mediate. The mediator and any documents and information in the mediator’s possession shall not be subpoenaed by the Parties in any Action relating to the Dispute, and the Parties shall oppose any effort to have the mediator or any such documents or information subpoenaed. The Parties shall not be permitted to make a formal record or transcript, or use any electronic recording device, at the mediation. However, any attendee may make handwritten notes during the mediation.

(h) The Company, on the one hand, and the General Agent, on the other hand, will share equally in the costs of the mediation; provided, that each Party will be responsible for its own attorneys’ fees and for costs and expenses incurred by its representatives in preparing for and attending the mediation.

must notify the claimant in writing of any additional issues to be resolved in the arbitration and of the name of its appointed Arbiter. Unless the Parties agree otherwise, the arbitration shall take place in Chicago, Illinois.

(a) Arbitration Panel Membership. The Company shall choose one arbiter (an “Arbiter”), and the General Agent and/or the Reinsurer shall choose one Arbiter. An umpire (an “Umpire”) shall be chosen by the two Arbiters from a list of 10 candidates each (i.e., 20 in total) proposed by the Company, on the one hand, and the General Agent and/or the Reinsurer, on the other hand. Each Arbiter and the Umpire shall be an active or retired disinterested executive officer of a property and casualty insurance or reinsurance company or an attorney with significant and demonstratable experience in the insurance or reinsurance industry. The Arbiters and the Umpire shall not have any direct financial or personal interest in the outcome of the arbitration. Each of the Company, on the one hand, and the General Agent and/or the Reinsurer, on the other hand, shall choose an Arbiter within 30 days following a written request by the other Party to name an Arbiter. In the event either the Company or the General Agent and/or the Reinsurer fails to choose an Arbiter within this time period, the Party who has chosen its Arbiter may choose the unchosen Arbiter. Thereafter, the Arbiters shall choose an Umpire before entering upon arbitration. If the Arbiters fail to agree upon the selection for the Umpire within thirty (30) days following their appointment, then from the Parties’ initial list of proposed 10 persons each to serve in this capacity, each of the Company, on the one hand, and the General Agent and/or the Reinsurer, on the other hand, shall together continue each to propose groups of 5 persons (for a total of 10 options) to the Arbiters from whom to choose the Umpire, until agreement by the Arbiters on the selection of Umpire has been achieved. The Umpire shall promptly notify in writing all Parties to the arbitration of his or her selection and of the scheduled date for the hearing. Upon resignation or death of any Arbiter or the Umpire, a replacement shall be appointed in the same fashion as the resigning or deceased member was appointed pursuant to this Section 11.03. As a condition of their appointments, within 10 days after their appointment each Arbiter and the Umpire must certify in writing to the Parties that (1) he or she will be strictly bound by the terms of this Agreement, including the provisions of this Section 11.03; and (2) his or her schedule presents no scheduling conflict that would prevent the arbitration proceedings from taking place within the timelines and time restrictions set forth in this Section 11.03. If any Arbiter or Umpire fails to provide such a written certification, his or her appointment will be deemed terminated and a replacement must be named in a manner consistent with the procedures set forth in this Section 11.03.

(b) Submission of Briefs and Conduct of Hearing. Each of the Company, on the one hand, and the General Agent and/or the Reinsurer, on the other hand, shall submit initial briefs to the Arbiters and the Umpire outlining the issues in dispute, and the basis, authority and reasons for their respective positions within 60 days of the date of the Umpire’s notice of appointment, unless the Parties mutually consent to or the Umpire orders a different date for the submission of the initial briefs. The Parties may submit reply briefs to the Arbiters and the Umpire within 20 days after the filing deadline for the initial briefs, unless the Parties mutually consent to or the Umpire orders a different date for the submission of the reply briefs. In conducting the hearing, cross examination and rebuttal shall be allowed to the full extent permitted under the formal rules of evidence of the State of Missouri. The arbitration panel shall be guided by the formal rules of evidence of the State of Missouri. When the Arbiters and the Umpire look to substantive law, they must follow Missouri law.

(c) In the event of a dispute between the Company and the General Agent and/or the Reinsurer concerning this Agreement and the Reinsurance Agreement (regardless of whether either Party has claims against the Reinsurer), the entire dispute between the Company and the General Agent and/or the Reinsurer shall be subject to arbitration as provided under this Article XI.

shall be in writing and shall state its factual and legal bases. The Arbiters and the Umpire shall make a decision and award within 30 days following the close of the hearing, unless the Parties consent to an extension. Every decision by the Arbiters and the Umpire shall be by a majority of the members of the arbitration panel, and each decision and award by the majority of the members of the arbitration panel shall be final and binding on all parties to the proceeding.

(e) Arbitration Expense. The costs of the arbitration, including the fees of the Arbiters and the Umpire, shall be borne equally by the Company, on the one hand, and the General Agent and/or the Reinsurer, on the other hand, unless the Arbiters and the Umpire shall decide otherwise.

(f) Evidence. Subject to the recognized legal rules of privilege under Missouri law, each Party participating in the arbitration must produce those documents and as witnesses to the arbitration those of its employees and officers, providing always that the witnesses and documents be obtainable and relevant to the issues before the arbitration and that their production not be unduly burdensome or excessive. Each Party must produce within 30 days after receipt of a written request all properly-requested documents required to be produced under this subparagraph that are in that Party’s possession. Each Party must also use reasonable efforts to produce within 30 days or as soon as possible thereafter all properly-requested documents required to be produced under this subparagraph that are not in the Party’s possession, but within their custody or control. The Parties may conduct pre-hearing discovery beginning 15 days following the submission to arbitration. In the event of any dispute between the Parties regarding the conduct or permissible scope of pre-hearing discovery, or in the event of a Party’s failure to produce documents in a reasonably timely manner, any Party may request the Umpire to resolve the dispute, and the Umpire shall resolve the dispute in the manner he or she determines in his or her sole discretion to be in the interest of fairness, full disclosure and a prompt hearing, decision and award by the arbitration panel but in accordance with the formal rules of evidence of the State of Missouri, including, in the case of a Party’s failure to produce documents that are material to the subject matter of the dispute or take other required action in a reasonably timely manner, ordering a delay of the arbitration hearing, a modification of the arbitration briefing schedule, or both. The Umpire shall be the final judge of the procedures of the arbitration panel, the conduct of the arbitration, the rules of evidence, the rules of privilege and production, and of excessiveness and relevancy of any witnesses and documents upon the petition of any participating Party. To the extent permitted by applicable Law, the Arbiters and the Umpire shall have the authority to issue subpoenas and other orders to enforce their decisions. Nothing in this Section 11.03 shall be construed to prevent any participating Party from applying to the United States District Court for the Northern District of Illinois, to issue a subpoena or other discovery device to obtain evidence from any person or entity that is not a party to the arbitration.

(g) Confirmation of Award. Any Party may apply to a court of competent jurisdiction for an order confirming any interim or final award, and a judgment of that court will thereupon be entered on such award. In the event an interim award is appealed, the arbitration proceeding will continue unless it is stayed by the court or the panel. If an order confirming the panel’s interim or final award is issued, the Party against which confirmation was sought will pay the attorneys’ fees and costs of the Party that applied to the court to confirm the panel’s award, and the Parties will consent to the entry of a judgment for those amounts against the Party opposing confirmation. This provision will not apply, however, where the Party against which confirmation is sought does not resist or prevails against such a confirmation petition.

ARTICLE XII
CONFIDENTIALITY

Section 12.01 At all times from and after the Agreement Effective Date, unless agreed by the Parties, (a) (i) each Party shall, and shall cause its Affiliates and representatives to, keep confidential all data, analysis, reports, trade secrets, proprietary secrets and any other confidential information of or relating to the business that is the subject of the Reinsurance Agreement, including underwriting manuals

and guidelines, applications, policy forms, agent lists and information, customer lists, information, characteristics and profiles, financial information, investment strategies, reserving practices, claims handling procedures and other business practices, as may have been disclosed to such Party or its Affiliates or representatives by or on behalf of the other Party or its Affiliates or representatives and (ii) the Company shall, and shall cause its Affiliates and representatives to, keep confidential all data, analysis, reports, trade secrets, proprietary secrets and any other confidential information of or relating to the Hagerty Drivers Club membership program or the Historic Vehicle Association, including customer lists, information, characteristics and profiles, to which the Company or its Affiliates or representatives have obtained access in connection with the business that is the subject of the Reinsurance Agreement (the information described in (i) and (ii) above, collectively, “Confidential Information”), and (b) no Party shall make competitive use of or disclose Confidential Information of the other Party to any other Person, except as required by Law or Governmental Order; provided, that, for the avoidance of doubt and subject to Article II, this Section 12.01 shall not prohibit the General Agent from disclosing or using any intellectual property (i) owned or licensed by the General Agent and its Affiliates or (ii) developed and/or paid for by the General Agent or its Affiliates in connection with the business that is the subject of the Reinsurance Agreement. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of disclosure by or on behalf of any Party in breach of this Section 12.01, (B) is or becomes available on a non-confidential basis from a source other than one of the Parties or their respective Affiliates or representatives, provided that such source is not bound by a confidentiality or similar obligation with respect to such information, (C) is in the applicable Party’s possession or in the possession of such Party’s representatives prior to disclosure to such Party or its representatives or (D) is independently developed by or on behalf of one of the Parties or any of their respective Affiliates without reliance on Confidential Information provided by or on behalf of the other Party. In the event that any of the Parties or any of their respective Affiliates or representatives is required by applicable Law or Governmental Order to disclose any such Confidential Information, such Party shall, to the extent permitted by Law, promptly notify the other Party in writing so that a protective order and/or other measure to prevent or limit the production or disclosure of such Confidential Information can timely be sought. The limitation set forth in this Section 12.01 shall not prohibit the Company from disclosing such information to its attorneys, independent accountants or auditors; provided, that, such attorneys, independent accountants or auditors are informed of the confidential nature of such information and instructed to keep such information confidential.

ARTICLE XIII
DATA SECURITY AND DATA PRIVACY PROTECTION COMPLIANCE

Section 13.01 The following definitions shall apply to this Article XIII:

(a) “Information Security Incident” means any actual or reasonably suspected unauthorized access to or acquisition, use, disclosure, modification or destruction of any Nonpublic Information.

(b) “Notification Related Costs” means include each Party’s internal and external reasonable costs associated with investigating, addressing and responding to the Information Security Incident, including: (i) preparation and mailing or other transmission of notifications or other communications (including a call center) to consumers, employees or others as required by applicable Law, (ii) legal and forensic consulting fees and expenses associated with the Party’s investigation of and response to such event and (iii) costs for commercially reasonable credit reporting and monitoring services that are associated with legally required notifications.

(c) “Nonpublic Information” means any information processed pursuant to this Agreement that contains Personal Information and/or and business-related information of a Party the tampering with which, or unauthorized disclosure, access or use of which, would cause a material adverse impact to the business, operations or security of the Party.

(d) “Personal Information” means any information that (i) identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly,

with a particular consumer or household or (ii) is otherwise is subject to any applicable Privacy Protection Law related to the privacy or security of information associated with an individual.

(e) “Privacy Protection Law” means any applicable Law concerning the collection, use, analysis, retention, storage, protection, transfer, disclosure, disposal or Processing of Personal Information.

(f) “Process” or “Processing” means any operation or set of operations performed upon Nonpublic Information, whether or not by automatic means, such as creating, collecting, procuring, obtaining, accessing, recording, organizing, storing, adapting, altering, retrieving, consulting, using, disclosing or destroying the data.

Section 13.02 Data Security

(a) The Parties will comply with (i) all applicable Laws currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of Personal Information including (A) the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801-6827, and all implementing regulations, (B) the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., as amended by the Fair and Accurate Credit Transactions Act, (C) Health Insurance Portability and Accountability Act of 1996 (codified as amended in scattered sections of 29 U.S.C. and 42 U.S.C.), and all implementing regulations and (D) information security breach notification Laws and (ii) other state specific privacy and data security Laws, to the extent applicable. Each Party shall notify the other Party promptly in writing if it makes a determination that it can no longer meet its obligations under Privacy Protection Laws, reasonably specifying which obligations it has determined it can no longer meet. Each Party grants to the other Party the right, upon notice, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information.

(b) At the written request of a Party, they or third-party auditor with whom a confidentiality agreement exists, the responding Party shall provide responses to questionnaires regarding the security controls implemented, including procedures, and other practices relating to the use, processing, storage and disclosure of Confidential Information subject to this Agreement, along with sanitized evidence demonstrating compliance with the privacy and security obligations of this Agreement. Additionally, the responding Party may schedule video conference sessions to clarify any questions regarding the responses.

(c) The Parties’ security programs will include reasonable administrative, technical and physical safeguards and other security measures designed to (i) ensure the security and confidentiality of Nonpublic Information, (ii) protect against any anticipated threats or hazards to the security and integrity of Nonpublic Information, (iii) encrypting any sensitive Personal Information (including Social Security numbers) stored on any mobile media or transmitted over public or wireless networks and (iv) protect against Information Security Incidents. The Parties will implement a level of security designed to mitigate the risks associated with the nature of the Nonpublic Information being Processed.

(d) Each Party’s safeguards for the protection of Nonpublic Information shall include: (i) implementing reasonable policies and procedures designed to secure business facilities, data centers, paper files, servers, back-up systems and computing equipment, including all mobile devices and other equipment with information storage capability, (ii) implementing network, device application, database and platform security, (iii) implementing information transmission, storage and disposal policies and standards, (iv) implementing authentication and access controls where reasonable, (v) implementing appropriate personnel security and integrity procedures and practices, including conducting background checks consistent with applicable Law and (vi) ensuring that employees and agents with access to Nonpublic Information are bound to a duty of confidentiality; (vii) providing privacy and information security training to the employees who have access to Nonpublic Information and (viii) implementing other safeguards as may be required by applicable Law. The content of any filings, communications, notices, press releases or

reports related to any Information Security Incident that would identify the other Party must be provided to the other Party prior to any publication or communication thereof, and the Parties agree to work together in good faith if either Party requests changes to such content.

(e) If either Party experiences an Information Security Incident materially affecting the confidentiality, integrity or availability of Nonpublic Information, that Party shall promptly inform the other Party in writing and by telephone, but in no case later than 48 hours after it becomes aware of such Information Security Incident. Notice shall summarize in reasonable detail, and to the extent known to the reporting Party, the effect on the other Party, of the Information Security Incident and the corrective action taken or to be taken by the reporting Party. The Party that has experienced the Information Security Incident shall promptly take reasonable corrective actions and shall reasonably cooperate with the other Party in all reasonable and lawful efforts to prevent, mitigate or rectify such Information Security Incident. The Party experiencing the Information Security Incident shall also (i) investigate such Information Security Incident and perform a root cause analysis thereon, (ii) take reasonable steps to remediate the effects of such Information Security Incident and (iii) provide the other Party with such reasonable assurances as that Party shall request that such Information Security Incident is not likely to recur.

(f) The Parties shall provide one another with the name(s) and contact information for an employee(s) who serve as their primary security contact and shall be available to assist one another at any time in connection with an Information Security Incident or other potential security issue. The Parties will notify one another of any changes to the primary security contact.

(g) Upon the occurrence of an Information Security Incident involving Nonpublic Information in the possession, custody or control of either Party or for which a Party is otherwise responsible, the responsible Party will reimburse the other Party for all reasonable Notification Related Costs agreed by the Parties incurred by the non-responsible Party arising out of or in connection with any such Information Security Incident if the Information Security Incident was caused by the responsible Party’s:

(i) Material action or inaction in connection with the requirements of this Article XIII;

(ii) Gross negligence or willful misconduct; or

(iii) Failure to comply with requirements of applicable Law.

Nothing in this subsection is intended to alter or interfere with the indemnity provisions of this Agreement in Article IX. In the event of a conflict between this subsection and Article IX, Article IX is controlling.

(h) Promptly upon the expiration or earlier termination of this Agreement as provided for in Article VII, each Party shall provide all files containing the other Party’s Nonpublic Information and will certify that no Nonpublic Information remains on its systems. Notwithstanding the prior sentence, the Parties may retain archival copies of any Nonpublic Information to meet audit, legal or file retention policies so long as the confidentiality of such Nonpublic Information is maintained pursuant to the terms and conditions hereof.

(i) In addition to the requirements set forth in Article VIII, each Party shall maintain during the Term of this Agreement, insurance coverage sufficient to address the risks inherent in providing the services pursuant to this Agreement including privacy liability, data breach fund, network security liability and other customary cybersecurity coverage with limits of at least $10,000,000 and either Party will provide evidence of same upon request by the other Party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement effective as of the Agreement Effective Date.


COMPANY:
ESSENTIA INSURANCE COMPANY
By: /s/ Jeffrey T. May Name: Jeffrey t. May Title: President


REINSURER:
HAGERTY REINSURANCE LIMITED
By: /s/ Charles Favour Name: Charles Favour Title: President


GENERAL AGENT:
HAGERTY INSURANCE AGENCY, LLC
By: /s/ Bryant Kolle Name: Bryant Kolle Title: VP, National Sales & Partnerships

Exhibit 10.4

QUOTA SHARE REINSURANCE AGREEMENT

among

ESSENTIA INSURANCE COMPANY

and

HAGERTY REINSURANCE LIMITED

and

HAGERTY INSURANCE AGENCY, LLC

Effective as of January 1, 2026

TABLE OF CONTENTS

Page

ARTICLE II BUSINESS REINSURED 9

ARTICLE III ORIGINAL CONDITIONS 9

ARTICLE IV EXCLUSIONS 10

ARTICLE V COMMENCEMENT, TERMINATION, TERMS AND CONDITIONS 10

ARTICLE VI LOSS AND LOSS ADJUSTMENT EXPENSE 13

ARTICLE VII REPORTS AND REMITTANCES 14

ARTICLE VIII ERRORS AND OMISSIONS 16

ARTICLE IX PREMIUM AND COMMISSION 16

ARTICLE X ACCESS TO RECORDS; CONFIDENTIALITY 19

ARTICLE XI DISPUTE RESOLUTION 20

ARTICLE XII ASSESSMENTS, ASSIGNMENTS, FINES AND PENALTIES 24

ARTICLE XIII INSOLVENCY 25

ARTICLE XIV ALTERNATE PAYEE 25

ARTICLE XV HOLD HARMLESS AND INDEMNIFICATION 26

ARTICLE XVI EXCESS POLICY LIMITS AND EXTRA CONTRACTUAL OBLIGATIONS 28

ARTICLE XVII RESERVES AND FUNDING 28

ARTICLE XVII REGULATORY MATTERS 31

ARTICLE XIX THE GENERAL AGENT 31

ARTICLE XX MISCELLANEOUS 32

ARTICLE XXI SAVINGS CLAUSE 34

THIS QUOTA SHARE REINSURANCE AGREEMENT (this “Agreement”) is effective as of the Agreement Effective Date (as hereinafter defined), by and among HAGERTY REINSURANCE LIMITED, a Bermuda company (the “Reinsurer”), ESSENTIA INSURANCE COMPANY, a Missouri corporation (the “Company”), and HAGERTY INSURANCE AGENCY, LLC, a Delaware limited liability company and an Affiliate (as defined below) of the Reinsurer (the “General Agent”).

W I T N E S S E T H:

In consideration of the mutual covenants contained in this Agreement and upon the terms and conditions set forth below, the Parties (as hereinafter defined) agree as follows:

PREAMBLE

The Company, the Reinsurer and the General Agent (hereinafter identified collectively as the “Parties” and each individually a “Party”) wish to enter into a reinsurance arrangement through which the Company is to bear no business, credit or insurance risk whatsoever (save the risk of the Reinsurer’s insolvency). The Reinsurer shall hold the Company harmless and indemnify it for these and all risks. The Reinsurer further agrees that it shall make directly (or, as applicable, direct the General Agent to make) to the applicable parties any payments, arising out of or relating in any way to its obligations and liabilities arising from this Agreement and/or the Subject Business (as hereinafter defined), so that the Company shall not be required to make any such payments and then seek reimbursement from the Reinsurer. The sole consideration provided by the Company, in exchange for the Fronting Fees (as hereinafter defined) and other amounts due the Company as agreed to hereunder, is to permit the Policies (as hereinafter defined), which are reinsured by the Reinsurer 100% under this Agreement, to be issued in the name of the Company. All provisions of this Agreement shall be interpreted so as to be in accord with this Preamble.

ARTICLE I
DEFINITIONS

“953(d) Election” has the meaning set forth in Section 9.07.

“Agreement” has the meaning set forth in the introductory paragraph.

“Agreement Effective Date” has the meaning set forth in Section 5.01.

“Agreement Year” means the period from January 1, 2026 to December 31, 2026, both days included, and each subsequent 12 month period thereafter that this Agreement continues in force.

“Arbiter” has the meaning set forth in Section 11.03(a).

“Bermuda Solvency Capital Requirement” means the Reinsurer’s Available Statutory Economic Capital and Surplus as a percentage of its Enhanced Capital Requirement; provided that the calculation shall (a) represent the Reinsurer’s good faith estimate of such calculations, and the Company acknowledges that such calculations are based on forward-looking assumptions (which shall be made in good faith by the Reinsurer and consistent with the Reinsurer’s past practices); and (b) such calculations will be performed based on information available to the Reinsurer as of the applicable measurement date.

“Binding Authority” has the meaning set forth in the General Agency Agreement.

“BSCR Event” has the meaning set forth in Schedule I.

“Change of Control” means: (a) with respect to the Reinsurer or the General Agent, as applicable, the acquisition or assumption (other than by an Affiliate of HGTY), directly or indirectly, of (i) Control of the Reinsurer or the General Agent, as applicable, whether by merger, consolidation, stock acquisition or otherwise, or (ii) all or substantially all of the assets, liabilities or business of the Reinsurer or the General Agent, as applicable; provided, that no Change of Control shall be deemed to have occurred pursuant to this clause (a) to the extent caused by or otherwise resulting from the transfer of direct or indirect ownership interests held by Markel or its Affiliates in HGTY or The Hagerty Group, LLC, as applicable; and (b) with respect to the Company, the acquisition or assumption (other than by an Affiliate of Markel), directly or indirectly, of (i) Control of the Company, whether by merger, consolidation, stock acquisition or otherwise, or (ii) all or substantially all of the assets, liabilities or business of the Company.

“Code” has the meaning set forth in Section 9.07.

“Collateral Failure Event” has the meaning set forth in Schedule I.

“Company” has the meaning set forth in the introductory paragraph.

“Company Indemnified Parties” has the meaning set forth in Section 15.01(a).

“Coverage Expenses” means all expenses (including attorney and other professional fees and expenses, post-judgment or post-award interest, fees and costs associated with the appeal of a judgment (including appeal bonds) or the challenge of an arbitral award) incurred by the Company in connection with declaratory judgment or other coverage actions, whether filed in court or arbitral proceedings, brought to determine the Company’s alleged defense and/or indemnity obligations allocable under specific Policies and claims that are subject to this Agreement. Coverage Expenses will include Declaratory Judgment Expense. Coverage Expenses will further include all expenses, including attorney or other professional fees and expenses, incurred by the Company in connection with mediation proceedings (whether or not such mediation is ancillary to a pending court action or arbitral proceeding) undertaken

to determine the Company’s alleged defense and/or indemnity obligations allocable under specific Policies and claims that are subject to this Agreement. Coverage Expenses will further include attorney and/or other professional fees and expenses incurred by the Company in connection with the investigation, analysis or evaluation of claims or potential coverage obligations allocable under specific Policies that are subject to this Agreement. Coverage Expenses will be included in Loss Expense. Coverage Expense shall specifically exclude any of the foregoing expenses which are not allocable to one or more specific claims involving the Policies, which expenses shall be treated as unallocated expenses and shall be excluded from the definition of Loss Expense.

“Declaratory Judgment Expense” means all expenses incurred by the Company in connection with declaratory judgment actions brought to determine the Company’s defense and/or indemnification obligations that are allocable to specific Policies and claims subject to this Agreement. Declaratory Judgment Expense will be deemed to have been incurred by the Company on the date of the Loss (if any) giving rise to the declaratory judgment action. The Reinsurer will bear its quota share of any Declaratory Judgment Expense incurred by the Company. Such amount will be included in Coverage Expenses.

“Director” means: (a) with respect to the Company’s domiciliary state of Missouri, the Director of the Missouri Department of Commerce and Insurance (the “Missouri Director”) and (b) with respect to other jurisdictions where the General Agent underwrites and produces business covered under this Agreement, the Director, Commissioner or Superintendent of Insurance (or similar position) for that jurisdiction.

“Dispute” has the meaning set forth in Section 11.01.

“Enforcement Event” has the meaning set forth in Schedule I.

“Essentia/Hagerty Trust Account” has the meaning set forth in Section 9.01(a)(i)(x).

“Evanston Reinsurance Agreement” has the meaning set forth in Section 2.01.

“Evanston/Hagerty Reinsurance Agreement” has the meaning set forth in Section 9.01(a)(i)(x).

“Excess Balance” has the meaning set forth Section 17.06(d).

“Ex Gratia Settlements” means all settlements of Losses tendered but not covered under the Company’s Policies, which Policies are otherwise reinsured hereunder. Ex Gratia Settlements will not include settlements of Losses that arguably are within the contemplation of coverage under the Company’s Policies reinsured hereunder, nor settlements made to avoid costs that could be incurred in connection with potential or actual litigation relating to coverage issues arising under the Company’s Policies reinsured hereunder.

“Excess Policy Limits” means liability in excess of the Policy limit, including liability as a result of alleged or actual negligence, fraud or bad faith in failing to settle and/or rejecting a settlement within the Policy limit, in preparation of the defense, in the trial of any action against the insured or reinsured, or in the preparation or prosecution of an appeal consequent to such action. Excess Policy Limits means any amounts for which the Company would have been contractually liable to pay had it not been for the limits of the reinsured Policy.

“Extra Contractual Obligations” means those liabilities not covered under any other provision of this Agreement, including any punitive, exemplary, compensatory or consequential damages, which arise from the handling of any claim on business covered hereunder; such liabilities arising because of, but not limited to, the following: failure to settle within the Policy limit by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement; in the preparation of the defense; in the trial of any

action against the insured or reinsured; in the preparation or prosecution of an appeal consequent to such action; violation of unfair or deceptive trade practices regulation or legislation; or in the wrongful denial of the Company’s duty to defend under a covered Policy.

“Final UEP Calculation” has the meaning set forth in Section 9.01(a)(ii).

“Fronting Fee” has the meaning set forth in Section 9.02.

“General Agency Agreement” means that certain General Agency Agreement, effective as of January 1, 2026, by and among the Company, the Reinsurer and the General Agent.

“General Agent” has the meaning set forth in the introductory paragraph.

“Hagerty Indemnified Parties” has the meaning set forth in Section 15.02(a).

“HGTY” means Hagerty, Inc., a Delaware corporation.

“Initial Estimated Section A UEP Calculation” has the meaning set forth in Section 9.01(a)(i).

“Initial Term” has the meaning set forth in Section 5.01.

“Insolvency” or “Insolvency Event” means with respect to any Person: (a) such Person commences a voluntary case concerning itself under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws; (b) an involuntary case is commenced against such Person under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws and is not dismissed within 90 days following its commencement; (c) a custodian is appointed under any applicable bankruptcy, insolvency, moratorium, rehabilitation, liquidation or similar Laws for, or takes charge of, all or any substantial part of the property of such Person; (d) any Governmental Order is issued declaring such Person insolvent or bankrupt; (e) such Person makes a general assignment for the benefit of creditors or otherwise enters into a general arrangement for the restructuring of its liabilities with creditors; (f) such Person has suspended payment of its liabilities generally; or (g) such Person is unable to pay, or shall be unable to pay, its debts, generally as they become due.

“Liabilities” has the meaning set forth in Section 15.01(a).

“Loss” includes the amount paid or payable by the Company in satisfaction of judgments and/or payments and/or settlement of claims or losses (including interest accrued prior to judgments or arbitral awards where such interest is added to the judgment or award, Ex Gratia Settlements, and 100% of any Losses arising from Excess Policy Limits and/or Extra Contractual Obligations) in respect of the Policies. All recoveries, salvages and subrogations, which are actually recovered, and inuring reinsurance, will be deducted from the amount of the Loss. Loss also will include all expenses incurred by the Company in the settlement or defense of claims to the extent that the amounts of such expenses are included within the

Policy limit; any such expense amounts that are not included within the Policy limit will be Loss Expense. Subject to the terms and conditions of Section 6.01, all salvages, recoveries or payments recovered or received by the Company after a Loss settlement hereunder will be applied as if recovered or received before such settlement, and all necessary adjustments will be made by the Parties; however, nothing herein will be construed to mean that Losses under this Agreement will not be recoverable until the Company’s Loss has been finally ascertained.

“Loss Expense” means Coverage Expenses and all expenses incurred in connection with and allocable to one or more specific claims involving the Policies, including all expenses incurred by the Company in the investigation, adjustment, settlement, litigation and/or defense of claims, uncollected expenses incurred on behalf of the insured, court costs, interest accrued prior to judgment where such interest is not added to the judgment, interest accrued after judgment, costs of lost instrument bonds, costs of all appeals, and third party outside claims supervision, monitoring or supervisory expenses (including an allocable share of the salaries of the Company’s field employees according to time occupied in investigation, adjustment, settlement, litigation and/or defense of claims covered by this Agreement). The Reinsurer will bear its 100% quota share of all such Loss Expense. For the avoidance of doubt, Loss Expense shall include case-specific independent adjuster and independent appraiser costs. Loss Expense is payable by the Reinsurer whether or not the Company has paid or has become liable to pay any Loss under a Policy. Loss Expense shall not in any event include salaries, compensation or employment costs and expenses (including benefits) of the Company’s or its Affiliates’ officials (apart from such specifically allocable costs and expenses addressed immediately above), office or other overhead expenses of the Company or its Affiliates or any other unallocated costs or loss adjustment expenses of the Company, all of which shall be borne by the Company and not reinsured hereunder.

“Markel” means Markel Group Inc., a Virginia corporation.

“Master Relationship Agreement” means that certain Sixth Amended and Restated Master Relationship Agreement, effective as of January 1, 2026, by and among HGTY, The Hagerty Group, LLC and Markel.

“Notice of Disagreement” has the meaning set forth in Section 11.04(a).

“Occurrence” unless otherwise defined in the Policies reinsured hereunder, means each and every disaster, casualty, accident or Loss or series of disasters, casualties, accidents or Losses arising out of one event.

“Outside Actuary” has the meaning set forth in Section 11.04(c).

“Party” or “Parties” has the meaning set forth in the Preamble.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, firm, association, trust, joint venture, Governmental Authority or other legal entity.

“PHS Event” has the meaning set forth in Schedule I.

“Policy(ies)” means each of the binders, policies, contracts, bonds and certificates, including any amendments or endorsements thereto, providing insurance on the Section A Subject Business or the Section B Subject Business, as applicable.

“Premium Ratio Event” has the meaning set forth in Schedule I.

“Ratings Event” has the meaning set forth in Schedule I.

“Reinsurer” has the meaning set forth in the introductory paragraph.

“Reinsurer Insolvency Event” has the meaning set forth in Schedule I.

“Reinsurer Regulatory Event” has the meaning set forth in Schedule I.

“Reinsurer Sale Event” has the meaning set forth in Schedule I.

“Reinsurer Underwriting Event” has the meaning set forth in Schedule I.

“Renewal Term” has the meaning set forth in Section 5.01.

“Required Collateral” has the meaning set forth in Section 17.02.

“Retrocession Event” has the meaning set forth in Schedule I.

“RJR Event” has the meaning set forth in Schedule I.

“Schedule I Event” means an RJR Event, a Premium Ratio Event, a BSCR Event, a PHS Event, a Ratings Event, a Reinsurer Underwriting Event, a Reinsurer Regulatory Event, a Reinsurer Insolvency Event, a Collateral Failure Event, a Reinsurer Sale Event, a Retrocession Event or an Enforcement Event.

“Section A Initial Ceding Commission” means an amount equal to 42% of the Section A Unearned Premium.

“Section A Initial Consideration” means an amount equal to the Section A Unearned Premium, net of the Section A Initial Ceding Commission.

“Section A Subject Business” has the meaning set forth in Section 2.01.

“Section A Unearned Premium” means an amount equal to the gross unearned premium reserve (computed on a monthly pro rata basis) as calculated by the Company as of the Agreement Effective Date with respect to all Policies comprising the Section A Subject Business.

“Section B Subject Business” has the meaning set forth in Section 2.01.

“Subject Business” means the Section A Subject Business and the Section B Subject Business.

“Term” has the meaning set forth in Section 5.01.

“Umpire” has the meaning set forth in Section 11.03(a).

“Unresolved Item” has the meaning set forth in Section 11.04(c).

and words of similar import shall be construed to refer to this Agreement and not to any particular provision of this Agreement; (c) the term “including” and words of similar import when used in this Agreement shall mean “including, without limitation;” (d) references to an agreement, instrument or other document mean such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (e) references to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; (f) references to any entity includes any successor thereto or permitted assigns thereof; and (g) references to Article, Section and Schedule mean the Articles, Sections and Schedules to this Agreement. Titles to Articles and headings of Sections in this Agreement are for convenience only and do not substantively affect the terms and conditions of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting such agreement or causing such agreement to be drafted.

ARTICLE II
BUSINESS REINSURED

Section 2.01 Effective as of the Agreement Effective Date, the Company obligates itself to cede to the Reinsurer, and the Reinsurer obligates itself to accept, 100% of (a) the Company’s gross liability with respect to Losses and Loss Expenses for which the date of loss is on or after the Agreement Effective Date under all Policies issued by and on behalf of the Company prior to the Agreement Effective Date and previously ceded by the Company to Evanston Insurance Company pursuant to that certain First Amended and Restated Personal Property and Casualty 100% Quota Share Reinsurance Agreement, effective as of January 1, 2024 (the “Evanston Reinsurance Agreement”), the risk period under which Policies remain unexpired as of the Agreement Effective Date (the “Section A Subject Business”), and (b) the Company’s gross liability under all Policies issued by and on behalf of the Company during the Term of this Agreement, by or through the General Agent appointed by the Company at the request of the Reinsurer (the “Section B Subject Business”).

Section 2.02 Subject to Section 15.04(d) hereof, the maximum policy limits for Policies comprising the Section B Subject Business shall be as set forth in the Binding Authority, as may be amended from time to time in accordance with the terms of the General Agency Agreement. The General Agent shall not bind the Company to amounts in excess of such maximum policy limits other than as provided pursuant to Section 15.04(d) hereof and the terms of the General Agency Agreement.

ARTICLE III
ORIGINAL CONDITIONS

Section 3.01 Effective as of the Agreement Effective Date, the Company obligates itself to cede to the Reinsurer, and the Reinsurer obligates itself to accept, 100% of (a) the Company’s gross liability with respect to Losses and Loss Expenses for which the date of loss is on or after the Agreement Effective Date under all Policies in respect of the Section A Subject Business and (b) the Company’s gross liability under all Policies in respect of the Section B Subject Business.

Section 3.02 Business ceded hereunder shall include every original policy, rewrite, renewal or extension (whether before or after the termination of this Agreement) required by applicable Law of any Policy ceded hereunder by the Company to the Reinsurer.

Section 3.03 The liability of the Reinsurer in respect of Losses occurring under the Subject Business hereunder shall commence obligatorily and simultaneously with that of the Company as soon as the Company becomes liable under a Policy comprising the Subject Business, and the premium on account of such liability shall be credited to the Reinsurer from the original date of the Company’s liability.

Section 3.04 All reinsurance for which the Reinsurer shall be liable, by virtue of this Agreement, shall be subject, in all respects, to the same rates, terms, conditions, interpretations, waivers, the exact proportion of premiums paid to the Company without any deduction for brokerage, and to the same modifications, alterations and cancellations, as the respective insurance of the Company to which such reinsurance relates, the true intent of this Agreement being that the Reinsurer shall, in every case to which this Agreement applies and in the proportion specified herein, follow the fortunes of the Company.

Section 3.05 Nothing herein shall in any manner create any obligations, establish any rights or create any direct right of action against the Reinsurer in favor of any third party, or other Person not party to this Agreement; or create any privity of contract between the policyholders and the Reinsurer.

ARTICLE IV
EXCLUSIONS

Section 4.01 With respect to the classes and lines of business that the General Agent may be authorized to produce under the Binding Authority, the General Agent will not solicit or accept proposals or bind the Company for insurance coverage hereunder on the following risks:

(a) All business not specifically described as business reinsured under Article II of this Agreement.

Section 4.02 For the avoidance of doubt, the provisions included in Section 4.01 in no way limit the reinsurance received by the Company under this Agreement, and the Policies are reinsured 100% in the event the General Agent accepts proposals or binds the Company for insurance coverage on the risks set forth in Section 4.01(a). If any Governmental Authority having jurisdiction over the Policies or business reinsured by this Agreement has already invalidated, or should invalidate, any exclusion in the Policy or business written, then any Loss for which the Company is liable because of such invalidation or broadening of coverage shall be 100% reinsured hereunder.

ARTICLE V
COMMENCEMENT, TERMINATION, TERMS AND CONDITIONS

Section 5.01 The effective date of this Agreement is at 12:01 a.m. Eastern Time, on January 1, 2026 (the “Agreement Effective Date”). The initial term of this Agreement shall run through December 31, 2028 (the “Initial Term”), and upon expiration of the Initial Term, this Agreement will automatically renew for additional 1-year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) until terminated according to the provisions set forth herein. Any notice of termination issued by the Company, the General Agent or the Reinsurer shall only be effective if sent directly to the other Parties, in accordance with Section 20.01 below and not through any broker, intermediary or other party.

Section 5.02 This Agreement may be terminated as follows:

(a) By mutual written agreement of the Parties; or

(b) By the Company for cause immediately upon written notice to the General Agent and the Reinsurer in the event of any of the following:

(i) the General Agent or the Reinsurer commits a material breach of any of its covenants or obligations set forth in this Agreement that is not remedied within 90 days following the receipt by the General Agent and the Reinsurer of written notice of such breach; or

(ii) the Reinsurer ceases underwriting operations (whether or not under a voluntary run-off plan (formal or informal), or as a result of an order or other action

taken by a Governmental Authority), or publicly announces its intention to cease underwriting operations; or

(iii) a Governmental Order is issued ordering the Reinsurer to cease writing business or suspend new business writings, or the Reinsurer is placed under regulatory supervision, whether formal or informal; or

(iv) a Collateral Failure Event has occurred and the Reinsurer has not cured the funding obligation; or

(v) the Reinsurer has sold or transferred all or substantially all of its assets and liabilities, whether by reinsurance (other than intra-company reinsurance) or otherwise; or

(vi) the Reinsurer has retroceded (other than through intra-company reinsurance) all or substantially all of its liability under this Agreement without the Company’s prior written consent; or

(vii) the General Agent or the Reinsurer becomes the subject of an Insolvency Event; or

(viii) if any license that is required by any Governmental Authority in order for the Reinsurer to perform its duties under this Agreement is revoked or is otherwise not maintained and if the Reinsurer is unable to reinstate such license within 60 days, the Company may terminate this Agreement as to any such state by providing written notice to the Reinsurer of such termination. This Agreement shall remain in full force and effect as to each state for which the Reinsurer’s license is in compliance; or

(ix) the Missouri Department of Commerce and Insurance or other Governmental Authority having jurisdiction over the Company and this Agreement issues a Governmental Order directing the cancellation of this Agreement or disallowing in its entirety credit for reinsurance contemplated hereunder; or

(c) By the General Agent and the Reinsurer for cause immediately upon written notice to the Company in the event of any of the following:

(ii) the Company becomes the subject of an Insolvency Event; or

(iii) if the financial strength rating of the Company provided by A.M. Best is lower than “A” (Excellent) for more than 180 consecutive days; or

(d) By (i) the Company, upon 180 days prior written notice to the Reinsurer and the General Agent in the event the Reinsurer or the General Agent is the subject of a Change of Control, provided that such written notice is received by the Reinsurer and the General Agent within 180 days following the occurrence of such Change of Control, or (ii) the Reinsurer and the General Agent, upon 180 days prior written notice in the event the Company is the subject of a Change of Control, provided that such written notice is received by the Company within 180 days following the occurrence of such Change of Control; or

(f) Automatically and immediately, without notice upon expiration or termination of the General Agency Agreement and/or the Master Relationship Agreement.

Section 5.03 When this Agreement terminates for any reason, reinsurance hereunder shall continue to apply to all Policies until expiration or cancellation of such Policies and until all outstanding Losses and Loss Expenses have been settled with respect to such Policies. Any Policies with effective dates prior to the termination date but issued after the termination date and any Policies issued prior to the termination date but with effective dates after the termination date are covered under this Agreement. Additionally, the reinsurance hereunder shall continue to apply as to Policies, which must be issued or renewed, as a matter of applicable Law or because a Sub-Producer (as defined in the General Agency Agreement) has not been timely canceled, until such Policies have expired either by cancellation or by the terms and conditions of such Policies and all outstanding Losses and Loss Expenses have been settled. In the event that this Agreement is terminated and the General Agency Agreement also terminates, the General Agent, for no additional fee, shall have the authority as provided in the General Agency Agreement to continue to perform all of its duties under the General Agency Agreement on the remaining Policies during the run-off period; provided, that in the case of the foregoing, the Reinsurer is assuming 100% of the Losses and Loss Expenses relating to the Subject Business; provided, further, that the Company may, at its sole discretion, revoke such authority if the General Agency Agreement is terminated for cause pursuant to Sections 7.02(b)(ii), (iii) or (iv) of the General Agency Agreement, in which case the Reinsurer shall appoint a successor general agent at no cost to the Company. The General Agent’s duties during the run-off period shall include handling and servicing of all Policies through their natural expiration, together with any Policy renewals required to be made by the provisions of applicable Law, whether or not the effective date of such renewal is subsequent to the effective date of termination of the General Agency Agreement.

Section 5.04 Upon termination of this Agreement, the Reinsurer and the General Agent shall not be relieved of or released from any obligation created by or under this Agreement in relation to payment, expenses, reports, accounting or handling, which relate to insurance business reinsured under this Agreement. The Parties expressly covenant and agree that they will cooperate with each other in the handling of all such run-off insurance business until all Policies have expired either by cancellation or by terms and conditions of such Policies and all outstanding Losses and Loss Expenses have been settled. While by Law, the Company recognizes its primary obligations to its policyholders, the Reinsurer and the General Agent recognize that to the extent possible there shall be no cost to or involvement by the Company in servicing this run-off. Upon termination of this Agreement, the General Agent shall service the run-off of the business, and its duties for such run-off shall include handling all claims (subject to and in accordance with the terms of the General Agency Agreement and the Claims Services and Management Agreement), and handling and servicing all Policies through their natural expiration, together with any Policy renewals, required to be made by provisions of applicable Law, whether or not the effective date of such renewal is subsequent to the effective date of expiration or termination of this Agreement. All costs and expenses associated with the handling of such run-off business following the expiration or termination of this Agreement shall be borne solely by the General Agent; however, the Reinsurer shall be ultimately responsible for the run-off and shall pay any such costs and/or expenses if the General Agent does not for any reason pay or cause to be paid such costs and expenses. If for any reason the General Agent fails or is unable to service any such run-off business (or any business while this Agreement is still in effect), including the payment of claims (subject to and in accordance with the terms of the General Agency Agreement and the Claims Services and Management Agreement), then consistent with this Agreement, the Reinsurer’s obligation with respect to such run-off business shall continue and the Reinsurer shall appoint a successor to the General Agent, to administer and otherwise handle the run-off as provided herein. Such successor shall perform all of the duties and obligations of the General Agent with respect to servicing such run-off business, including the payment of claims (subject to the General

Agency Agreement and the Claims Services and Management Agreement). In the event of any conflict between this Agreement and the General Agency Agreement relating to the rights, duties, powers and responsibilities of the General Agent and the Reinsurer in respect of the run-off administration of the Subject Business following termination of this Agreement, the General Agency Agreement shall govern.

Section 5.05 In the event this Agreement is terminated, the Reinsurer shall remain liable to and shall, immediately upon request, reimburse, the Company for any assessment made upon the Company in respect of the Subject Business. The Company shall likewise remain liable for, and account to the Reinsurer for, any recovery of such assessment, or any credit allowed to it against its premium tax, applicable to the risks reinsured hereunder.

Section 5.06 The title and ownership of all undelivered Policies, books, supplies or other property related to the reinsured business is in the name of the Company, and upon termination of this Agreement these shall be delivered immediately by the Reinsurer and/or the General Agent to the Company, without compelling the Company to resort to any legal proceedings to secure the aforementioned described property of the Company.

Section 5.07 This Agreement provides for termination on a run-off basis. The relevant provisions of this Agreement shall apply to the business being run-off and shall survive the expiration or termination of this Agreement.

Section 5.08 In the event that this Agreement is terminated for cause pursuant to Sections 5.02(b)(ii), (iii), (v), (vi), (vii), (viii) (if and only if such termination under clause (viii) is triggered in connection with the Reinsurer’s loss of licenses in all jurisdictions) or (ix), at the option of the Company, such termination may be effected on a cut-off basis. If the Company so elects, (a) the Reinsurer shall pay to the Company an amount equal to the sum of the ceded outstanding unearned premium as of the date of termination, and (b) the Reinsurer shall incur no liability for Losses occurring subsequent to the date of termination.

Section 5.09 Upon termination of this Agreement, the Reinsurer shall ensure the General Agent takes those actions necessary, including sending statutorily prescribed non-renewal notices to insureds in a timely manner to effectuate the intent that there be no renewals or new policies (except for those required by applicable Law) after the termination of this Agreement.

ARTICLE VI
LOSS AND LOSS ADJUSTMENT EXPENSE

Section 6.01 All Loss settlements made by or on behalf of the General Agent for and on behalf of the Company under the terms and conditions of this Agreement, the General Agency Agreement or the Claims Services and Management Agreement, as applicable, whether under strict policy conditions or by way of compromise, shall be unconditionally binding upon the Reinsurer in proportion to its participation, and the Reinsurer shall benefit proportionately in all salvage, recoveries or other payments recovered or received by the Company. The Reinsurer shall assume and be liable for, and pay on behalf of the Company, 100% of all Losses. The Reinsurer shall also assume and be liable for, and pay on behalf of the Company, 100% of all Loss Expenses.

Section 6.02 The Reinsurer’s 100% share of Losses, Loss Expenses and salvage, recovery or payment in respect of any Loss shall be carried into the monthly accounting for which provision is hereinafter made.

Section 6.03 Pursuant to and subject to the General Agency Agreement and the Claims Services and Management Agreement, the Company hereby empowers the Reinsurer, and the Reinsurer may, in its discretion, and under its supervision appoint the General Agent, to accept notice of and investigate, evaluate and handle any claim arising under any of the Policies, and to pay, adjust, settle,

resist or compromise any such claim in accordance with applicable Law and pursuant to the Claims Services and Management Agreement. All such Loss settlements, whether under strict policy conditions or by the way of compromise, shall be unconditionally binding upon the Reinsurer. However, should the Company be ordered or instructed under any applicable Governmental Order to take any action or refrain from taking any action with regard to any claim, the Company shall provide written notice thereof to the Reinsurer and the Reinsurer shall follow such Governmental Order as though the Reinsurer were the object of such Governmental Order. The Reinsurer will exercise the authority granted hereunder in good faith and toward the end of paying any and all valid claims.

Section 6.04 All records pertaining to claims arising under Policies subject to this Agreement shall be deemed to be jointly owned records of the Company and the Reinsurer or their respective representatives, and shall be made available to the Company or the Reinsurer or their respective representatives or any duly appointed examiner for any state within the United States. The Company, the Reinsurer and the General Agent each agrees that it will not destroy any such records in its possession without the prior written approval of the other Parties, provided, that none of the Company, the Reinsurer or the General Agent shall be required to retain files longer than required by applicable Law and/or the guidelines set forth by any applicable Governmental Authority.

Section 6.05 Subject to the General Agency Agreement and the Claims Services and Management Agreement, the Reinsurer shall, or shall cause the General Agent to, establish a separate claim register or method of recording claims arising under the Policies covered by this Agreement so that all claims may be segregated and identified separate and apart from other records of the Reinsurer or the General Agent, with such claims register to identify each claim on an individual case basis both as to identify the insured(s) and the claimant, the reserve for Loss and Loss Expense. Such claim register shall be kept in a manner whereby the Company can, upon request, determine the status of any claim arising under Policies covered by this Agreement. Such records shall reflect the amount of reserves established for the individual claim and the date when such reserve was established, and if closed, whether such claim was closed with or without payment, and if with payment, the amount paid thereon.

ARTICLE VII
REPORTS AND REMITTANCES

Section 7.01 In lieu of the Company furnishing the Reinsurer with bordereaux showing the particulars of all reinsurances ceded hereunder, the Reinsurer shall furnish or cause to be furnished to the Company, within 30 days following the end of each of the respective periods indicated below or as otherwise indicated (on forms agreeable to the Parties), monthly, quarterly and annual reports showing the following statistical data in respect to the business reinsured hereunder:

(a) Monthly, with the data segregated by major lines of business.

(i) Gross premiums written.

(ii) Net Premium including detail regarding policy fees that are included in Net Premium and policy fees that are excluded from Net Premium.

(iii) Ceded unearned premiums.

(iv) Losses paid net of salvage, subrogation and other recoveries actually recovered.

(v) Loss Expenses paid during this month.

(vi) Losses outstanding.

(vii) Fronting Fee due the Company.

(viii) Commission due the General Agent with respect to the Section B Subject Business.

(b) Annually, with the data segregated by major lines of business.

(i) Annual summaries of Net Premium, net Losses paid and net Loss Expenses paid during the year in such form so as to enable the Company to record such data in its annual convention statement. Such information is to be furnished not later than December 15th of the year being reported. In force and unearned premium segregated as to advance premiums, premiums running 12 months or less from inception date of policy, and premiums running more than 12 months from inception date of policy in such form as to enable the Company to record such data in its convention annual statement.

(ii) Annual summaries of Net Premium by geographical location in such form as to enable the Company to record such premiums in its annual report to the applicable Catastrophe Property Insurance Association.

(i) Statistical or other data as may be requested from time to time by Governmental Authorities.

(d) Financial statements.

(i) Quarterly unaudited financial statements for the first three calendar quarters of each calendar year, within 60 days following the end of each such quarter.

(ii) Annual audited financial statements, within 135 days following the end of each calendar year.

Section 7.02 In order to facilitate the handling of the business reinsured under this Agreement, the Reinsurer agrees to use reasonable efforts to furnish the Company, at the Reinsurer’s sole cost and expense, following a written request therefor, with additional reports that are mandatory in order for the Company to provide the information requested by a Governmental Authority in connection with its monthly, quarterly and annual statements.

Section 7.03 Within 30 days following the end of each month, the General Agent shall remit to the Reinsurer the following:

(a) Net Premium written during the month; less

(b) General Agent’s commission thereon (inclusive of the Fronting Fee thereon), as applicable; less

(c) Paid Losses and Loss Expenses paid with respect to the Subject Business, including any assessments, provided such Losses and Loss Expenses have not been deducted on behalf of the Company in any previous monthly report.

The positive balance, if any, of (a) less (b) less (c) shall be remitted to the Reinsurer by the General Agent with its report. If such balance shown to be due is a negative amount, then the Reinsurer shall pay the General Agent as soon as possible after the end of the month, and no later than 10 Business Days following receipt of the amount due as reported by the General Agent. During the Term of this Agreement, the General Agent shall be allowed to pay the Net Premium payable to the Reinsurer under this Section 7.03 on the basis of Net Premium collected; provided, however, that the General Agent shall remain liable for the full amount of Net Premium written as specified above.

ARTICLE VIII
ERRORS AND OMISSIONS

Section 8.01 The Company shall not be prejudiced in any way by any omission through clerical error, accident or oversight to cede to the Reinsurer any reinsurance rightly falling under the terms and conditions of this Agreement, or by erroneous cancellation, either partial or total, or any cession, or by omission to report, or by erroneously reporting any Losses, or by any other error or omission, but any such error or omission shall be corrected immediately upon discovery.

Section 8.02 Should the Company suffer any Loss whatsoever, the Reinsurer shall assume Loss for its own account and save and hold the Company harmless therefor.

ARTICLE IX
PREMIUM AND COMMISSION

Section 9.01 Section A Initial Consideration; Net Premium.

(a) Section A Initial Consideration.

(i) In consideration of the acceptance by the Reinsurer of 100% of the Company’s liability on the Section A Subject Business reinsured hereunder, upon the Agreement Effective Date, the Company shall provide the Reinsurer with its initial calculation of Section A Initial Consideration as at the Agreement Effective Date based on and derived from the initial estimate of the Section A Unearned Premium (the “Initial Estimated Section A UEP Calculation”).

(x) On the Agreement Effective Date, the Company shall pay to the Reinsurer 80% of such estimated Section A Initial Consideration, which payment shall be offset against the amount payable by the Reinsurer to Evanston Insurance Company in connection with the cut-off termination of that certain First Amended and Restated Hagerty Reinsurance Limited Quota Share Reinsurance Agreement, effective as of January 1, 2024, by and between Evanston Insurance Company and the Reinsurer (the “Evanston/Hagerty Reinsurance Agreement”), and then payable by Evanston Insurance Company to the Company in connection with the cut-off termination of the Evanston Reinsurance Agreement. The offsetting amounts set forth above in this clause (x) will be settled via a transfer of assets from the trust account maintained by the Reinsurer for the benefit of Evanston Insurance Company to the trust account established by the Reinsurer for the benefit of the Company in connection with this Agreement (the “Essentia/Hagerty Trust Account”), which transfer will be initiated promptly following the establishment of the Essentia/Hagerty Trust Account in accordance with Section 17.01 and the receipt by the trustee thereof of any required written consents from the Company, the Reinsurer and/or Evanston Insurance Company.

(y) By the later of the Agreement Effective Date and the date that is 2 Business Days following the date on which the Company has received notice that the Essentia/Hagerty Trust Account has been established in accordance with Section 17.01, the Company shall pay to the Reinsurer 20% of such estimated Section A Initial Consideration by wire transfer of immediately available funds to the Essentia/Hagerty Trust Account. If the payment under this clause (y) is paid by Evanston Insurance Company to the Reinsurer, such payment will offset the amount due from Evanston Insurance Company to the Company in connection with the cut-off termination of the Evanston Reinsurance Agreement.

(ii) Within 60 days following the Agreement Effective Date, the Company (in consultation with the Reinsurer) shall deliver to the Reinsurer a statement providing the Company’s final calculation of the Section A Initial Consideration (the “Final UEP Calculation”). The Final UEP Calculation shall be prepared using the same methodologies used in calculating the Initial Estimated Section A UEP Calculation.

(iii) If within 15 days following its receipt of the Final UEP Calculation, the Reinsurer has not disputed the Final UEP Calculation, then the Final UEP Calculation shall be considered final, binding and conclusive for purposes of this Agreement and the final calculation and determination of the Section A Initial Consideration shall be computed based thereon; and the Company or the Reinsurer, as applicable, shall pay to the other Party the difference of overpayment or underpayment of Section A Initial Consideration based on such Final UEP calculation (and the offset provisions set forth in Section 9.01(a)(i) shall apply with respect to any such true-up payment), and the Reinsurer shall be deemed to have waived any right to object to such Final UEP Calculation. If, however, the Reinsurer has any dispute with regard to the Final UEP Calculation and the corresponding Section A Initial Consideration to be paid under this Section 9.01(a), the Reinsurer shall be entitled to assert such dispute in accordance with Section 11.04.

(b) Net Premium. In consideration of the acceptance by the Reinsurer of 100% of the Company’s liability on the Subject Business reinsured hereunder not addressed in Section 9.01(a), the Reinsurer is entitled to 100% of the Net Premium received by the General Agent or the Reinsurer on Policies comprising the Subject Business reinsured hereunder, less commission paid to the General Agent thereon, which includes provision for the Fronting Fee allowed the Company pursuant to Section 9.02 hereof and premium taxes and bureau fees on Policies comprising the Subject Business reinsured hereunder. Net Premium shall be paid to the Reinsurer or received from the Reinsurer by the General Agent on behalf of the Company as provided in Section 6.09 of the General Agency Agreement.

Section 9.02 Fronting Fee. The Company shall be entitled to a fee from the General Agent (and the Reinsurer shall guarantee such obligation of the General Agent to the Company), within 30 days following the end of each month, in the amount of: (a) (i) in respect of the initial $1,000,000,000 of Net Premium written, 2% of such Net Premium written; (ii) thereafter, in respect of the Net Premium written in excess of $1,000,000,000 and up to $1,500,000,000, 1.75% of such Net Premium written; and (iii) thereafter in respect of all Net Premium written in excess of $1,500,000,000, 1.5% of such Net Premium written during each Agreement Year (the “Fronting Fee”), plus (b) the amount of assessments and state premium taxes with respect to the Subject Business as provided in this Article IX. For these purposes, a Policy’s entire Net Premium shall be applied to the Agreement Year in which such Policy is written; provided, however, during the Term of this Agreement, the General Agent shall be allowed to pay the Fronting Fee payable to the Company under this Section 9.02 on the basis of Net Premium collected; provided, further, however, that the General Agent shall ultimately remain liable to the Company for the full amount of the Fronting Fee (i.e., based on Net Premium written, rather than Net Premium collected) as specified above.

Section 9.03 The General Agent shall allow and pay within 30 days following the end of each month to the Company an amount equal to the state premium tax on the Net Premium reinsured hereunder for such month. Should any additional premium tax be assessed at any time on the Net Premium reinsured hereunder, the Reinsurer shall pay the Company such additional premium tax within 45 days following being informed by the Company of such additional premium tax. The Parties acknowledge that at the Agreement Effective Date, the applicable Governmental Authorities responsible for collecting premium taxes may require the payment of estimated premium taxes in advance on a semi-annual basis. The Reinsurer shall upon receiving 30 days’ notice, therefore, pay to the Company within 5 days prior to the due date of any such estimated premium tax payment, the amount that would be due based upon the business produced under the General Agency Agreement. The General Agent shall also

be responsible for the filing and payment of any and all other applicable taxes including federal excise taxes, if applicable. All such filings shall be made in the name of the party chosen by the Company. Should the General Agent fail to file for or pay any taxes due under this Section 9.03, the Reinsurer shall make such filings and/or payments as required hereunder.

Section 9.04 The Reinsurer hereby guarantees that the Company will receive the Fronting Fee provided hereunder irrespective of any events, Losses or developments for the Term of this Agreement. Such payment is not dependent upon the performance of the General Agent, underwriting experience, Loss experience, whether premium is collected or not, or any other event foreseen or unforeseen by the Parties at the inception of this Agreement. The Reinsurer shall guarantee payment to the Company of the Fronting Fee and all premium taxes on all premiums reinsured hereunder (prior to deduction of premiums, if any, ceded by the Company for inuring reinsurance), and is directly responsible for payment of the amount described in Article XII. The Company shall allow, and be responsible, for the return of any Fronting Fees paid in respect of return premiums at the same rates, which Fronting Fees will be based on Net Premium written.

Section 9.05 The Reinsurer shall allow the General Agent a base commission and profit sharing commission on all collected premiums ceded to the Reinsurer hereunder with respect to the Section B Subject Business as specified in Article IV and Schedule III of the General Agency Agreement. The General Agent shall allow the Reinsurer a return commission on return premiums with respect to the Section B Subject Business at the same rate. This is an obligation owing directly from the Reinsurer to the General Agent. The General Agent shall not seek to recover from the Company any commissions due to the General Agent hereunder, and the Reinsurer shall not seek to recover from the Company any return commissions due to the Reinsurer hereunder. No funds are due the General Agent from the Company hereunder.

Section 9.06 It is expressly agreed that the commission allowed the General Agent under Section 9.05 includes provision for premium taxes, bureau fees and Fronting Fees with respect to the Subject Business. The General Agent shall pay to the Company all premium taxes and Fronting Fees payable for Policies subject to reinsurance hereunder. In the event that the Fronting Fee and premium taxes are not so paid by the General Agent within 60 days following the end of the month, the unpaid balance shall be paid directly to the Company by the Reinsurer. Bureau fees shall be paid to the Company in accordance with the General Agency Agreement.

Section 9.07 The Reinsurer, which is domiciled outside the United States of America, represents that it made, effective January 1, 2019, a valid election under Section 953(d) of the Internal Revenue Code (the “Code”) to be treated as a US domestic corporation for US federal income tax purposes (the “953(d) Election”) and such 953(d) Election has not been revoked or terminated. The Reinsurer shall promptly notify the Company if its 953(d) Election has been terminated. If the Company determines that the Reinsurer is no longer exempt from federal excise tax, the Reinsurer will allow, for the purpose of paying such tax, the Company to net and remit (which the Company agrees to do) the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Code) to the extent such premium is subject to such tax; in the event any premium is returned hereon, the Reinsurer will deduct the aforementioned percentage from the premium returned and the Company or its agents will recover such tax from the government of the United States of America.

Section 9.08 Prior to any payment being made under this Agreement, the Reinsurer shall provide to the Company a valid IRS Form W-9 (or a successor form), in each case, establishing that it is not subject to any withholding requirement pursuant to the Foreign Account Tax Compliance Act (Sections 1471 1474 of the Code) (FATCA). The Reinsurer shall update the forms or other documentation referenced herein upon a change in facts or circumstance rendering such previously supplied information incorrect.

ARTICLE X
ACCESS TO RECORDS; CONFIDENTIALITY

Section 10.01 The Reinsurer or its duly appointed representatives shall have free access at any and all reasonable times to such books and records of the Company or the General Agent, its departmental or branch offices, as shall reflect premium and Loss transactions of the Company and/or the Subject Business, for the purpose of obtaining any and all information concerning this Agreement or the subject matter hereof. Likewise, the Company or its duly appointed representatives shall have free access at any and all reasonable times to such books and records of the Reinsurer and/or the General Agent, its departmental or branch offices as shall reflect premium and Loss transactions of the Company and/or the Subject Business, for the purpose of obtaining any and all information concerning this Agreement or the subject matter hereof.

Section 10.02 At all times from and after the Agreement Effective Date, unless agreed by the Parties, (a) (i) each Party shall, and shall cause its Affiliates and representatives to, keep confidential all data, analysis, reports, trade secrets, proprietary secrets and any other confidential information of or relating to the business that is the subject of this Agreement, including underwriting manuals and guidelines, applications, policy forms, agent lists and information, customer lists, information, characteristics and profiles, financial information, investment strategies, reserving practices, claims handling procedures and other business practices, as may have been disclosed to such Party or its Affiliates or representatives by or on behalf of the other Party or its Affiliates or representatives and (ii) the Company shall, and shall cause its Affiliates and representatives to, keep confidential all data, analysis, reports, trade secrets, proprietary secrets and any other confidential information of or relating to the Hagerty Drivers Club membership program or the Historic Vehicle Association, including customer lists, information, characteristics and profiles, to which the Company or its Affiliates or representatives have obtained access in connection with the business that is the subject of this Agreement (the information described in (i) and (ii) above, collectively, “Confidential Information”), and (b) no Party shall make competitive use of or disclose Confidential Information of the other Party to any other Person, except as required by Law or Governmental Order; provided, that, for the avoidance of doubt, this Section 10.02 shall not prohibit the General Agent from disclosing or using any intellectual property (i) owned or licensed by the General Agent and its Affiliates or (ii) developed and/or paid for by the General Agent or its Affiliates in connection with the business that is the subject of this Agreement. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of disclosure by or on behalf of any Party in breach of this Section 10.02, (B) is or becomes available on a non-confidential basis from a source other than one of the Parties or their respective Affiliates or representatives, provided that such source is not bound by a confidentiality or similar obligation with respect to such information, (C) is in the applicable Party’s possession or in the possession of such Party’s representatives prior to disclosure to such Party or its representatives or (D) is independently developed by or on behalf of one of the Parties or any of their respective Affiliates without reliance on Confidential Information provided by or on behalf of the other Party. In the event that any of the Parties or any of their respective Affiliates or representatives is required by applicable Law or Governmental Order to disclose any such Confidential Information, such Party shall, to the extent permitted by Law, promptly notify the other Party in writing so that a protective order and/or other measure to prevent or limit the production or disclosure of such Confidential Information can timely be sought. The limitation set forth in this Section 10.02 shall not prohibit the Company from disclosing such information to its attorneys, independent accountants or auditors; provided, that, such attorneys, independent accountants or auditors are informed of the confidential nature of such information and instructed to keep such information confidential.

ARTICLE XI
DISPUTE RESOLUTION

Section 11.02 If the Parties are unable to resolve any Dispute, including a dispute as to the validity or existence of this Agreement, in accordance with Section 11.01 within 30 days after the commencement of negotiations, then the procedures outlined in this Section 11.02 shall be followed in order to resolve the Dispute (other than a Dispute regarding the calculation and determination of the Final UEP Calculation and the corresponding Section A Initial Consideration to be paid by the Company under Section 9.01(a), which Dispute shall be governed by Section 11.04 hereof). Each Party waives its right to seek relief in any judicial forum.

(b) The Party wishing to pursue the claim that has led to the Dispute must provide written notice to the other Parties containing a brief description of the claim. The Parties will then jointly select a mediator by informal agreement. If agreement cannot be reached on appointment of the mediator within 30 days after notice of the claim has been given, the Parties will select a mediator from a panel provided by JAMS, Inc.

about the mediation except as may be required by Law, for insurance purposes, or as necessary to enforce this Agreement to mediate. The mediator and any documents and information in the mediator’s possession shall not be subpoenaed by the Parties in any Action relating to the Dispute, and the Parties shall oppose any effort to have the mediator or any such documents or information subpoenaed. The Parties shall not be permitted to make a formal record or transcript, or use any electronic recording device, at the mediation. However, any attendee may make handwritten notes during the mediation.

(h) The Company, on the one hand, and the Reinsurer, on the other hand, will share equally in the costs of the mediation; provided, that each Party will be responsible for its own attorneys’ fees and for costs and expenses incurred by its representatives in preparing for and attending the mediation.

Section 11.03 If the Parties are unable to resolve the Dispute at mediation, the Party bringing the applicable claim shall provide the other Parties with a written notice that mediation has been unsuccessful and inform such other Parties of its intent (if applicable) to proceed to arbitration in accordance with this Section 11.03. The arbitration-request notice must state in particulars all issues to be resolved in the view of the claimant. Within 30 days of receipt of claimant’s notice, the other Parties must notify the claimant in writing of any additional issues to be resolved in the arbitration and of the name of its appointed Arbiter. Unless the Parties agree otherwise, the arbitration shall take place in Chicago, Illinois.

(a) Arbitration Panel Membership. The Company shall choose one arbiter (an “Arbiter”), and the Reinsurer and/or the General Agent shall choose one Arbiter. An umpire (an “Umpire”) shall be chosen by the two Arbiters from a list of 10 candidates each (i.e., 20 in total) proposed by the Company, on the one hand, and the General Agent and/or the Reinsurer, on the other hand. Each Arbiter and the Umpire shall be an active or retired disinterested executive officer of a property and casualty insurance or reinsurance company or an attorney with significant and demonstratable experience in the insurance or reinsurance industry. The Arbiters and the Umpire shall not have any direct financial or personal interest in the outcome of the arbitration. Each of the Company, on the one hand, and the Reinsurer and/or the General Agent, on the other hand, shall choose an Arbiter within 30 days following a written request by the other Party to name an Arbiter. In the event either the Company or the Reinsurer and/or the General Agent fails to choose an Arbiter within this time period, the Party who has chosen its Arbiter may choose the unchosen Arbiter. Thereafter, the Arbiters shall choose an Umpire before entering upon arbitration. If the Arbiters fail to agree upon the selection for the Umpire within 30 days following their appointment, then from the Parties’ initial list of proposed 10 persons each to serve in this capacity, each of the Company, on the one hand, and the General Agent and/or the Reinsurer, on the other hand, shall together continue each to propose groups of 5 persons (for a total of 10 options) to the Arbiters from whom to choose the Umpire, until agreement by the Arbiters on the selection of Umpire has been achieved. The Umpire shall promptly notify in writing all Parties to the arbitration of his or her selection and of the scheduled date for the hearing. Upon resignation or death of any Arbiter or the Umpire, a replacement shall be appointed in the same fashion as the resigning or deceased member was appointed pursuant to this Section 11.03. As a condition of their appointments, within 10 days after their appointment each Arbiter and the Umpire must certify in writing to the Parties that (1) he or she will be strictly bound by the terms of this Agreement, including the provisions of this Section 11.03; and (2) his or her schedule presents no scheduling conflict that would prevent the arbitration proceedings from taking place within the timelines and time restrictions set forth in this Section 11.03. If any Arbiter or Umpire fails to provide such a written certification, his or her appointment will be deemed terminated and a replacement must be named in a manner consistent with the procedures set forth in this Section 11.03

(b) Submission of Briefs and Conduct of Hearing. Each of the Company, on the one hand, and the Reinsurer and/or the General Agent, on the other hand, shall submit initial briefs to the Arbiters and the Umpire outlining the issues in dispute, and the basis, authority and reasons for their respective positions within 60 days of the date of the Umpire’s notice of appointment, unless the Parties mutually consent to or the Umpire orders a different date for the submission of the initial briefs. The Parties may submit reply briefs to the Arbiters and the Umpire within 20 days after the filing deadline for the initial briefs, unless the Parties mutually consent to or the Umpire orders a different date for the submission of the reply briefs. In conducting the hearing, cross examination and rebuttal shall be allowed to the full extent permitted under the formal rules of evidence of the State of Missouri. The arbitration panel shall be guided by the formal rules of evidence of the State of Missouri. When the Arbiters and the Umpire look to substantive law, they must follow Missouri law.

(c) In the event of a dispute between the Company and the Reinsurer and/or the General Agent concerning this Agreement and the General Agency Agreement (regardless of whether either Party has claims against the General Agent), the entire dispute between the Company and the Reinsurer and/or the General Agent shall be subject to arbitration as provided under this Article XI.

(d) Arbitration Award. The Arbiters and the Umpire shall make a decision and award based on the terms of this Agreement, the original intentions of the Parties to the extent reasonably ascertainable and the applicable substantive law of Missouri. The decision and award shall be in writing and shall state its factual and legal bases. The Arbiters and the Umpire shall make a decision and award within 30 days following the close of the hearing, unless the Parties consent to an extension. Every decision by the Arbiters and the Umpire shall be by a majority of the members of the arbitration panel, and each decision and award by the majority of the members of the arbitration panel shall be final and binding on all parties to the proceeding.

(e) Arbitration Expense. The costs of the arbitration, including the fees of the Arbiters and the Umpire, shall be borne equally by the Company, on the one hand, and the Reinsurer and/or the General Agent, on the other hand, unless the Arbiters and the Umpire shall decide otherwise.

(f) Evidence. Subject to the recognized legal rules of privilege under Missouri law, each Party participating in the arbitration must produce those documents and as witnesses to the arbitration those of its employees and officers, providing always that the witnesses and documents be obtainable and relevant to the issues before the arbitration and that their production not be unduly burdensome or excessive. Each Party must produce within 30 days after receipt of a written request all properly-requested documents required to be produced under this subparagraph that are in that Party’s possession. Each Party must also use reasonable efforts to produce within 30 days or as soon as possible thereafter all properly-requested documents required to be produced under this subparagraph that are not in the Party’s possession, but within their custody or control. The Parties may conduct pre-hearing discovery beginning 15 days following the submission to arbitration. In the event of any dispute between the Parties regarding the conduct or permissible scope of pre-hearing discovery, or in the event of a Party’s failure to produce documents in a reasonably timely manner, any Party may request the Umpire to resolve the dispute, and the Umpire shall resolve the dispute in the manner he or she determines in his or her sole discretion to be in the interest of fairness, full disclosure, and a prompt hearing, decision and award by the arbitration panel but in accordance with the formal rules of evidence of the State of Missouri, including, in the case of a Party’s failure to produce documents that are material to the subject matter of the dispute or take other required action in a reasonably timely manner, ordering a delay of the arbitration hearing, a modification of the arbitration briefing schedule, or both. The Umpire shall be the final judge of the procedures of the arbitration panel, the conduct of the arbitration, the rules of evidence, the rules of privilege

and production, and of excessiveness and relevancy of any witnesses and documents upon the petition of any participating Party. To the extent permitted by applicable Law, the Arbiters and the Umpire shall have the authority to issue subpoenas and other orders to enforce their decisions. Nothing in this Section 11.03 shall be construed to prevent any participating Party from applying to the United States District Court for the Northern District of Illinois, to issue a subpoena or other discovery device to obtain evidence from any person or entity that is not a party to the arbitration.

Section 11.04 In the event the Reinsurer has any dispute with regard to the Final UEP Calculation under Section 9.01(a) and the calculation of the corresponding Section A Initial Consideration to be paid, such dispute shall be governed by the provisions of this Section 11.04, as follows:

(a) The Reinsurer shall deliver to the Company in writing a notice of disagreement (“Notice of Disagreement”) notifying the Company of such dispute within 15 days after the Reinsurer’s receipt of the Final UEP Calculation, which notice shall specify in reasonable detail each item that the Reinsurer in good faith disputes (each, a “Disputed Item”) and the amount and nature of each Disputed Item.

(b) During the 15 day period following the Company’s receipt of a Notice of Disagreement, the Company and the Reinsurer shall use commercially reasonable efforts to attempt to resolve such dispute, and if the dispute is resolved within such 15 day period, the Final UEP Calculation reflecting such resolution by the Parties shall be final, binding and conclusive for purposes of this Agreement and the Section A Initial Consideration shall be computed based thereon, and the Company or the Reinsurer, as applicable, shall pay to the other Party the difference of overpayment or underpayment of Section A Initial Consideration based on such Final UEP Calculation (and the offset provisions set forth in Section 9.01(a)(i) shall apply with respect to any such true-up payment).

(c) If, at the end of the 15 day period specified in Section 11.04(b) above, the Company and the Reinsurer shall have failed to reach a written agreement with respect to all or a portion of such Disputed Items (those items that remain in dispute at the end of such period, the “Unresolved Items”), the Unresolved Items shall be referred to an independent, internationally recognized actuarial firm (the “Outside Actuary”) jointly selected and paid for by the Company and the Reinsurer for review and prompt resolution of any and all matters, but only such matters, which remain in dispute. If the Company and the Reinsurer cannot agree on an outside actuary within 15 days following the end of the 15 day period specified in Section 11.04(b), the Company and the Reinsurer shall each nominate three individuals, of whom the other shall decline two, and the final decision shall be made by drawing lots. All the actuaries selected shall be disinterested in the outcome and shall be Fellows of the Casualty Actuarial Society meeting its qualification standards to provide statements of actuarial opinion in the United States. Each Party shall use commercially reasonable efforts to furnish to the Outside Actuary such work papers, books, records and documents and other information pertaining to the Unresolved Items as the Outside Actuary may request. The dollar amount of each of the Unresolved Items will be determined by the Outside Actuary within the range of reserve amounts proposed by the Company and the

Reinsurer. The Outside Actuary’s resolution and determination of the Unresolved Items shall be deemed to be final, binding and conclusive for all purposes of this Agreement, including setting the Final UEP Calculation and the corresponding calculation of the Section A Initial Consideration.

(d) Following the resolution by the Outside Actuary of any Notice of Disagreement in accordance with this Section 11.04, the Company or the Reinsurer, as applicable, shall pay to the other Party the difference of overpayment or underpayment of Section A Initial Consideration based on the Final UEP Calculation (and the offset provisions set forth in Section 9.01(a)(i) shall apply with respect to any such true-up payment).

ARTICLE XII
ASSESSMENTS, ASSIGNMENTS, FINES AND PENALTIES

Section 12.01 The Reinsurer hereby assumes liability for any and all assessments and assignments imposed upon the Company in connection with the premium written as a result of Policies reinsured hereunder (whether before or after the termination of this Agreement). The Reinsurer shall remain liable to, and shall, promptly upon written request by the Company, reimburse, the Company for any assessments made against the Company pursuant to those Laws creating obligatory funds (including insurance guaranty and insolvency funds), pools, joint underwriting associations, FAIR plans and similar plans. Amounts owed by the Reinsurer under this Section 12.01 shall be payable directly by the Reinsurer to the Company. The Company shall likewise remain liable for, and account to the Reinsurer for any recovery of such assessment, or any credit allowed to it against its premium tax, applicable to the risk reinsured hereunder. On or prior to June 30 of each year thereafter (or such date on which such premium taxes are paid) the Company shall pay to, or reimburse, the Reinsurer a sum equal to the premium tax credit that is allowed to the Company with respect to such assessments. In addition to the foregoing, the Company shall promptly return to the Reinsurer any amount of assessment refunded or credited to the Company. The premium tax credit allowed the Reinsurer hereunder is to be on a pro-rata and first-in, first-out basis.

Section 12.02 This Agreement shall apply to risks assigned to the Company under any state-established assigned risk plan if, in the reasonable judgment of the Company, such risks were assigned to the Company because of the business written and reinsured hereunder, except to the extent any such assessment is as a consequence of the Company’s direct action taken in contravention to reasonable written advice, guidance or recommendation given in accordance with this Agreement or applicable Law. Should it be determined that the General Agent, or any agent with whom assigned risks are also allocated under a specific state-established assigned risk plan with the General Agent, is unwilling or unable to fulfill policyholder obligations under such assigned risk plan, the Company, with advance written notice to the General Agent and the Reinsurer, may elect alternative means to fulfill the policyholder obligations under the state-established assigned risk plan if the Reinsurer does not offer and take on or direct an alternative solution. Any cost or expense arising out of or related to the administration of the assigned risks shall be paid by the Reinsurer under this Agreement.

Section 12.03 The Reinsurer shall also pay promptly and directly to the Company any fines, penalties and/or any other charges incurred by the Company as respects the business reinsured hereunder arising out of the actions or inactions of the General Agent unless such fines, penalties and/or any other charge is due to the Company’s violation or failure to comply with applicable Law or regulation, or a decision not to act in accordance with the written instructions of the General Agent or the Reinsurer.

ARTICLE XIII
INSOLVENCY

Section 13.01 In the event of Insolvency of the Company, the reinsurance under this Agreement shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the Insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims.

Section 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy reinsured which claim would involve a possible liability on the part of the Reinsurer within 30 days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the applicable Governmental Authority, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.

Section 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms and conditions of this Agreement as though such expense had been incurred by the Company.

Section 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (a) as provided by applicable Law, (b) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (c) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligation of the Company to such payees.

ARTICLE XIV
ALTERNATE PAYEE

Section 14.01 As respects Subject Business assumed as reinsurance under this Agreement, it is agreed that if the Company has a conservator, liquidator or receiver appointed for it, or becomes the subject of any conservation, liquidation or insolvency proceeding, and the General Agent exercises its option to require the Company to permit all its liabilities under the Policies comprising the Subject Business reinsured hereunder to be assumed by another licensed insurer as is permitted pursuant to the General Agency Agreement, then such assuming insurer shall be substituted for the Company as payee of any reinsurance recoverable hereunder in respect of Losses under Policies subject hereto, and the Reinsurer shall make payment thereof directly to the substituted insurer. In the event of assumption, the Company shall, however, be entitled to any Fronting Fees and other sums owing hereunder with respect to Policies originally issued on its behalf.

Section 14.02 In the event that an assuming insurer is substituted for the Company under Section 14.01, all the other provisions of this Agreement shall apply to the substituted insurer in the same manner as if such insurer were substituted for the Company as the reinsured party hereunder, and to the extent this Agreement reinsures such substituted insurer, coverage hereunder shall be excluded as respects the Company.

ARTICLE XV
HOLD HARMLESS AND INDEMNIFICATION

Section 15.01 Obligations of the Reinsurer and the General Agent.

(a) The Reinsurer and the General Agent, jointly and severally, shall defend, indemnify and hold harmless the Company and its Affiliates and each of their respective officers, directors, equityholders, employees, agents, successors and assigns (“Company Indemnified Parties”), from and against, and pay or reimburse each such Person for, any and all liabilities, losses, claims, demands, Actions, judgments or causes of action, assessments, costs and expenses (including reasonable and documented attorneys’ fees and expenses) (collectively, “Liabilities”) suffered by such Persons to the extent arising out of or relating to: (i) the business reinsured under this Agreement; (ii) the gross negligence or willful misconduct of the General Agent, any Sub-Producer or the Reinsurer in connection with this Agreement; (iii) any material failure of the Reinsurer, the General Agent and/or any Sub-Producer to comply with the requirements of applicable Law in the performance of its obligations under this Agreement (other than as a result of the Company’s failure to perform its obligations under this Agreement); or (iv) any material breach by the Reinsurer and/or the General Agent of its obligations under this Agreement; provided however, the General Agent and the Reinsurer shall not be liable to indemnify any Company Indemnified Party or hold any of them harmless from any Liabilities incurred by such Company Indemnified Party to the extent such Liability arises as a result of the gross negligence or willful misconduct of any Company Indemnified Party.

(b) In connection with any third-party Action where the Reinsurer and/or the General Agent has agreed to indemnify and hold the Company harmless pursuant to Section 15.01(a), neither the Reinsurer nor the General Agent shall institute or prosecute, or aid in the institution or prosecution of, any Action against the Company which alleges that the Company is liable or which seeks contribution or recovery from the Company with respect to such third-party Action. Notwithstanding the foregoing, nothing contained in this Section 15.01(b) shall operate to deny the General Agent or the Reinsurer the right to defend itself in connection with any third-party Action against the Reinsurer, the General Agent and/or the Company.

Section 15.02 Obligations of the Company.

(a) The Company shall defend, indemnify and hold harmless the Reinsurer and its Affiliates and each of their respective officers, directors, equityholders, employees, agents, successors and assigns (“Hagerty Indemnified Parties”), from and against, and pay or reimburse each such Person for, any and all Liabilities suffered by such Persons in connection with this Agreement to the extent arising out of (i) the gross negligence or willful misconduct of the Company in connection with this Agreement; (ii) the Company’s material breach of its obligations under this Agreement; or (iii) any material failure of the Company to comply with the requirements of applicable Law in the performance of its obligations under this Agreement (other than as a result of the General Agent’s or the Reinsurer’s failure to perform its obligations under this Agreement); provided however, the Company shall not be liable to indemnify any Hagerty Indemnified Party or hold any of them harmless from any Liabilities incurred by such Hagerty Indemnified Party to the extent such Liability arises as a result of the gross negligence or willful misconduct of any Hagerty Indemnified Party.

(b) In connection with any third-party Action where the Company has agreed to indemnify and hold the Reinsurer or the General Agent harmless pursuant to Section 15.02(a), the Company shall not institute or prosecute, or aid in the institution or prosecution of, any Action against the Reinsurer or the General Agent which alleges that the Reinsurer or the General Agent is liable, or which seeks contribution or recovery from the Reinsurer or the General Agent with respect to such third-party Action. Notwithstanding the foregoing, nothing contained in this

Section 15.02(b) shall operate to deny the Company the right to defend itself in connection with any third-party Action against the Company, the Reinsurer and/or the General Agent.

Section 15.03 Procedures. Any party that may be entitled to indemnification under this Article XV shall promptly notify the indemnifying party in writing of any pending or threatened claim or demand which such party has determined has given, or could reasonably give rise to, a right of indemnification under this Agreement, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the indemnifying party from any of its obligations under this Article XV except to the extent the indemnifying party is actually and materially prejudiced by such failure. Upon receipt of such notice, the indemnifying party may assume the defense and control of such claim or demand; provided, however, that the indemnified party shall be entitled to participate in the defense of such claim or demand with its own counsel and at its own expense. The indemnified party may take such actions reasonably necessary to defend such claim or demand prior to the time it receives notice from the indemnifying party advising that the indemnifying party will be assuming the defense of such claim or demand, and the indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have not yet given notice of such claim or demand as provided above). If the indemnifying party assumes the defense of any such claim or demand, it shall not be liable to the indemnified party for any legal fees or other expenses subsequently incurred by the indemnified party in connection with such claim or demand absent the indemnifying party’s written approval of such expenses.

Section 15.04 Other provisions.

(a) The Reinsurer acknowledges that the General Agent has been appointed by the Company at the request of the Reinsurer, and in connection therewith, has been authorized pursuant to the General Agency Agreement to act on behalf of the Company to collect and remit premiums, certain fees, funds, recoveries and other sums on a net basis as applicable to each of the Company and the Reinsurer in accordance with the terms of this Agreement and the General Agency Agreement. Accordingly, the Company shall not be liable to the General Agent or the Reinsurer for premiums, certain fees, funds, recoveries or other sums having been paid to it, unless the Company, having received such premiums, fees, recoveries or other sums from any Person, has for any reason or no reason failed to remit them to the Reinsurer. The foregoing shall not otherwise relieve the Company from any express obligation under this Agreement to make payments to either the General Agent or the Reinsurer or to return fees paid to it which the Company is obligated hereunder to disgorge.

(b) The Company and the Reinsurer shall have the right to offset any undisputed portions of balances on account of Losses, Loss Expenses or any other undisputed amounts due from one Party to the other under the terms of this Agreement. The Party asserting the right of offset may exercise such right any time, provided that in the event of the Insolvency of any Party hereto, offsets shall only be allowed in accordance with the provisions of any applicable Law.

(c) Save in the event of the Insolvency of the Company, the Reinsurer shall not sue, or seek arbitration, against the Company for any monies which the General Agent owes the Reinsurer on behalf of the Company unless the Company has actually received those monies (from the General Agent or any other Person) and the Company has failed to remit them to the Reinsurer. The Company is not responsible for any commissions or other monies payable to the General Agent by the Reinsurer in connection with this Agreement, and the General Agent shall not sue, or seek arbitration against, the Company for any actions by, or debts owing from, the Reinsurer. The Reinsurer shall not seek to recover from, or offset against, the Company (save in the event of the Insolvency of the Company) any sums, whether premiums or other monies, which the General Agent was unable or unwilling to remit to the Company or the Reinsurer.

(d) In the event the General Agent binds the Company for insurance coverage on insurance risks which are contrary to the limitations set forth in this Agreement and/or the General Agency Agreement, including insurance coverage on insurance risks which are in excess of the Policy limits referred to in Article II herein, and/or are not within the terms of business referred to in Article II herein, and/or are not within the territory referred to in Article II herein, and/or are excluded under Article IV herein, and/or are in excess of the maximum premium volume referred to in Article II of the General Agency Agreement, whether intentional or not, the General Agent will do such things and take such actions as may be necessary to reduce the Company’s exposure to such risks and the Reinsurer shall be liable hereunder as if such business were covered hereunder. At the Company’s request, the General Agent, in accordance with applicable Law and policy terms, shall cancel or not renew any risk bound which is not in conformance with this Agreement. Any such insurance coverage on insurance risks bound contrary to the limitations set forth in this Agreement and/or the General Agency Agreement, including insurance coverage on insurance risks which are in excess of the policy limits referred to in Article II herein, and/or are not within the lines of business referred to in Article II herein, and/or are not within the territory referred to in Article II herein, and/or are excluded under Article IV herein, and/or are in excess of the maximum premium volume referred to in Article II of the General Agency Agreement, whether intentional or not, shall be 100% reinsured and subject to this Agreement.

ARTICLE XVI
EXCESS POLICY LIMITS AND EXTRA CONTRACTUAL OBLIGATIONS

Section 16.01 In the event the Company pays or is held liable to pay any amount of Losses arising from Excess Policy Limits and/or Extra Contractual Obligations with respect to a Policy subject to this Agreement, 100% of such Losses shall be added to the Company’s Loss, if any, under the Policy involved, and the sum thereof shall be reinsured 100% under this Agreement.

Section 16.02 The date on which any Excess Policy Limit and/or Extra Contractual Obligation is incurred by the Company shall be deemed to be the date of the original Loss and/or Occurrence.

Section 16.03 Notwithstanding anything stated herein, this Agreement shall not apply to any Loss incurred by the Company as a result of any fraudulent and/or criminal act that has been finally determined by a court of competent jurisdiction, after the exhaustion of all appeals, by any officer or director of the Company acting individually or collectively or in collusion with any other Person involved in the presentation, defense or settlement of any claim covered hereunder.

ARTICLE XVII
RESERVES AND FUNDING

Section 17.01 The Reinsurer will, within 60 days following the Agreement Effective Date, provide the Company with security in the form of a letter of credit, trust agreement or a combination thereof as permitted pursuant to the terms and conditions of this Agreement, acceptable to the Company (as evidenced in writing from the Company), which complies with applicable Laws, and will be in an amount at least equal to the Required Collateral. The Reinsurer shall provide written notice upon completion thereof to the Company. The posting of security in the form of one or more letters of credit shall be deemed and considered acceptable to the Company and shall not require written confirmation of the Company if such letters of credit satisfy the conditions of Section 17.03.

Section 17.02 Subject to Section 17.10, no later than the date on which the Reinsurer is required to deliver to the Company the applicable statement required pursuant to Section 17.08(a) for each calendar quarter (including any revised statement required to be delivered by the Reinsurer following the end of the last quarter of any calendar year pursuant to Section 17.08(a)), the Reinsurer shall, only if there is a collateral deficiency that has not been cured, increase the amount of security provided hereunder such that the total amount of security provided by the Reinsurer to the Company hereunder equals or exceeds the “Required Collateral”, which shall be the sum of:

(a) 100% of reported and outstanding Loss and Loss Expense case reserves;

(b) 100% of reserves for unreported Losses and Loss Expenses and expected future development of reported Losses and Loss Expenses of the Company as determined by the General Agent (i) in good faith and in a reasonable manner and (ii) in a manner consistent with the Reinsurer’s reserving practices and the applicable generally accepted accounting principles as then used in the financial statements of the Reinsurer;

(d) 100% of Losses and Loss Expenses paid by the Company but not recovered from the Reinsurer; and

(e) 100% of any additional amount payable by the Reinsurer to the Company pursuant to this Agreement, and which has been mutually agreed in writing by the Company and the Reinsurer.

Section 17.03 If providing security in the form of one or more letters of credit, any such letters of credit will be clean, unconditional, irrevocable, evergreen, and issued or confirmed by a member bank of the United States Federal Reserve System that is either set forth in Schedule I or otherwise acceptable to and approved in writing by the Company. The Reinsurer may use one or more letters of credit to satisfy up to 50% of the Required Collateral.

Section 17.04 With respect to the security provided in the form of a trust agreement, the Company and the Reinsurer shall enter into a trust agreement with a member bank of the United States Federal Reserve System that is either set forth in Schedule I or otherwise acceptable to the Company, pursuant to which there will be established a trust account for the benefit of the Company. The trust agreement will contain such provisions as may be agreed upon by the Company, the Reinsurer and the trustee under the trust agreement.

Section 17.05 The terms and conditions of the above letters of credit and trust agreement are required to comply with any applicable federal and state Laws involving the Company’s ability to take “credit for reinsurance” or to recognize these agreements or the assets held pursuant thereto as assets or offsets to liabilities in such jurisdictions.

Section 17.06 Notwithstanding any other provisions of this Agreement, the Company or its court-appointed liquidator, rehabilitator, receiver, conservator or other similar successor in interest may draw upon such security at any time without diminution because of the Insolvency of the Company or of the Reinsurer for one or more of the following purposes only:

(a) To reimburse the Company for the Reinsurer’s share of unearned premium on Policies reinsured hereunder on account of cancellations of such Policies;

(b) To pay the Reinsurer’s quota share of Liability hereunder or to reimburse the Company otherwise for the Reinsurer’s quota share of any Loss reinsured by this Agreement, in each case which has not been paid by the Reinsurer;

(c) To make refund to the Reinsurer (upon demand by the Reinsurer) (i) if the Reinsurer is not qualified as a reciprocal jurisdiction reinsurer pursuant to the Missouri Code of State Regulations 20 CSR 200-2.100(7), of any sum in excess of 100% of the actual amount required to pay the Reinsurer’s share of any outstanding liability reinsured by this Agreement or (ii) if the Reinsurer is qualified as a reciprocal jurisdiction reinsurer pursuant to the Missouri Code of State Regulations 20 CSR 200-2.100(7), of any sum in excess of the Required Collateral; and/or

(d) In the event (i) of the non-extension of any expiring letter of credit as provided for above (unless such security is timely replaced with additional security pursuant to this Agreement), (ii) of a Collateral Failure Event or (iii) the Company has received notification of the termination of any trust agreement established pursuant to Section 17.04 and the Reinsurer’s obligations under this Agreement remain unliquidated and undischarged 10 days prior to the termination date of such trust agreement, to establish a cash deposit of the Reinsurer’s quota share of reserves in the name of the Company at any bank or trust company in the United States which shall remain and be held in a separate, segregated and distinct interest bearing account in the name of the Company that is maintained separately from all of the other assets of the Company. Such cash deposit account shall be for the uses and purposes set forth in Sections 17.06(a) and (b) above as may remain executory after such withdrawal and for any period of time after the termination date. To the extent the balance of any such cash deposit account maintained pursuant to this Section 17.06(d) exceeds the unliquidated and undischarged obligations of the Reinsurer at any time (“Excess Balance”), the interest earned with respect to such cash deposit account will inure to the benefit of the Reinsurer and, upon written demand by the Reinsurer, the Excess Balance shall be released to the Reinsurer within 10 days as it shall direct.

Section 17.07 The trustee of the trust account referred to above will have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company. Notwithstanding anything herein to the contrary, the Company’s sole obligations with respect to any withdrawn funds are as set forth above.

Section 17.08 Required Collateral Reporting.

(a) The Reinsurer will prepare and forward to the Company a statement within 60 days following the end of each calendar quarter (provided that in the case of the calendar year, the statement will be prepared by the Reinsurer in good faith but may include estimates that remain subject to revision pursuant to year-end processes), that reflects (i) the amount of collateral held by or for the benefit of the Company with respect to this Agreement in accordance with this Article XVII, (ii) the Required Collateral and (iii) if the amount of collateral held by or for the benefit of the Company with respect to this Agreement in accordance with this Article XVII is less than the Required Collateral, each as set forth in this statement, an acknowledgment of such collateral deficiency and a commitment by the Reinsurer to cure such deficiency no later than the date on which such statement is required to be provided pursuant to this Section 17.08(a) for such calendar quarter. Within 120 days following the end of the last quarter in each calendar year, if the Required Collateral amount set forth in the statement delivered by the Reinsurer pursuant to this Section 17.08(a) with respect to such calendar quarter has changed, then the Reinsurer shall deliver to the Company a revised version of such statement, and the Reinsurer shall increase the amount of security provided hereunder to the extent required under Section 17.02 based on such revised statement no later than the date on which such revised statement is required to be provided pursuant to this Section 17.08(a).

(b) The Reinsurer will prepare and forward to the Company a statement within 60 days following the end of each calendar quarter (except for the last quarter in a calendar year,

for which the time period is 120 days) that includes (i) confirmation that a BSCR Event has not occurred, or if a BSCR event has occurred, details regarding such BSCR Event and the plan of the Reinsurer to cure such BSCR Event within the cure period set forth in Schedule I, and (ii) with respect to the BSCR Event, (A) the calculation (where applicable) and (B) evidence to support any such calculation or the absence of such BSCR Event.

(c) The Reinsurer will prepare and forward to the Company a statement within 120 days following the end of each calendar year that includes (i) confirmation that none of the Schedule I Events (excluding a BSCR Event) has occurred, or if any such Event has occurred, details regarding such Schedule I Event and the plan of the Reinsurer to cure such Schedule I Event within the applicable cure period set forth in Schedule I, if subject to cure pursuant to Schedule I, and (ii) with respect to each Schedule I Event (excluding a BSCR Event), (A) the calculation (where applicable) and (B) evidence to support any such calculation or the absence of such Schedule I Event.

(d) The Reinsurer shall immediately notify the Company in writing upon the occurrence of an RJR Event or a Ratings Event.

Section 17.09 The Reinsurer shall annually assess and procure catastrophe excess of loss coverage for its catastrophe exposures, consistent with past practice. The Reinsurer shall update the Company in writing (a) on the terms of such catastrophe excess of loss coverage within 10 days of binding coverage each year, (b) on any termination or material amendment to such catastrophe excess of loss coverage within 10 days of the occurrence thereof and (c) on any material increases in the Reinsurer’s 1-in-250 year annual exceedance probability natural catastrophe scenario, relative to the Reinsurer’s policyholders’ surplus, from the time the Reinsurer procured such catastrophe excess of loss coverage; provided, however, that for the avoidance of doubt nothing herein shall obligate the Reinsurer to deviate from its prior customary reinsurance purchasing practices.

Section 17.10 The Required Collateral is subject to further modification as set forth in Schedule I. If the Required Collateral amount is increased as a result of the occurrence of any Schedule I Event that has not been cured by the Reinsurer within the applicable cure period set forth in Schedule I, then the Reinsurer shall, within 5 Business Days following expiration of such cure period, (x) deliver to the Company a revised report setting forth the information required under Section 17.08(a) taking into account the Required Collateral (as increased pursuant to Schedule I) and (y) increase the amount of security provided hereunder such that the total amount of security provided by the Reinsurer to the Company hereunder equals or exceeds the Required Collateral (as increased pursuant to Schedule I).

ARTICLE XVIII
REGULATORY MATTERS

Section 18.01 It is the Parties’ understanding that any premiums which are overdue from the General Agent to the Company may be deemed non-admitted assets. In confirmation of the liabilities assumed by the Reinsurer under this Agreement, the Reinsurer hereby assumes 100% of all liability and responsibility for all premiums in the course of collection.

ARTICLE XIX
THE GENERAL AGENT

Section 19.01 The Company, the Reinsurer and the General Agent have entered into the General Agency Agreement, which is incorporated herein by this reference. The Reinsurer has selected the General Agent to administer the business reinsured hereunder. The Company shall have appointed the General Agent as the Company’s agent to act on its behalf in accordance with applicable Law and pursuant to the terms of the General Agency Agreement. The Parties each nevertheless recognize that the General Agent is acting at the direction of the Reinsurer.

Section 19.02 The Company shall conduct or have conducted the examinations of the General Agent as provided in Section 6.13 of the General Agency Agreement.

ARTICLE XX
MISCELLANEOUS

Section 20.01 All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing (including electronic transmission) and shall be given by delivery in person, by overnight courier service, by email (with confirmation of transmission) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses:

(a) If to the Company:

Essentia Insurance Company
4521 Highwoods Parkway
Glen Allen, Virginia 23060
Telephone: 804-747-0136
Attention: President
Email: [email protected]

With a copy to:

Markel Service, Incorporated
4521 Highwoods Parkway
Glen Allen, Virginia 23060
Attention: Legal Regulatory
Email: [email protected]

(b) If to the Reinsurer:

Hagerty Reinsurance Limited

Power House, 7 Par-la-Ville Road

Hamilton, HM11 Bermuda

Telephone: +1.441.298.6689

Attention: Nicky McPhee

Email: [email protected]

With a copy to:

Hagerty, Inc.
141 River’s Edge Drive
Traverse City, Michigan 49684
Telephone: +1.312.401.7903
Attention: Chief Legal Officer
Email: [email protected]

Hagerty Insurance Agency, LLC
141 River’s Edge Drive
Traverse City, Michigan 49684
Telephone: 312-401-7903
Attention: Chief Legal Officer
Email: [email protected]

Section 20.02 This Agreement shall be binding upon the Parties, together with their respective successors. None of the Parties may assign any of their rights or obligations under this Agreement voluntarily or involuntarily, including by Change of Control, operation of law or any other manner. Any purported assignment in violation of this Section 20.02 shall be null and void.

Section 20.03 This Agreement, together with any agreements specifically and expressly incorporated herein by reference, shall constitute the entire agreement among the Parties with respect to the subject matter hereof, namely, the fronting agreement among the Company, the General Agent and the Reinsurer relating to the Subject Business and the Policies produced by the General Agent pursuant to the General Agency Agreement and reinsured hereunder on and after the Agreement Effective Date, and supersedes any and all previous agreements, written or oral, and amendments thereto with respect to such subject matter.

Section 20.04 This Agreement may be amended, modified or supplemented only by a written instrument executed by all Parties. All such amendments, modifications or supplements shall specify the effective date of such amendments, modifications or supplements. No verbal modification will be recognized by any Party, and this Agreement cannot be modified by any subsequent practices or course of dealing by the Parties inconsistent herewith.

Section 20.05 A waiver by the Company, the Reinsurer or the General Agent of any breach or default by another Party under this Agreement shall not constitute a continuing waiver or a waiver by the Company, the Reinsurer or the General Agent of any subsequent act in breach or of default hereunder.

Section 20.06 The Reinsurer and the General Agent shall give the Company 90 days’ advance written notice of any Change of Control involving the Reinsurer or the General Agent and the Company shall give the General Agent and the Reinsurer 90 days’ advance written notice of any Change of Control involving the Company.

Section 20.07 Service of Suit.

(a) In the event the Reinsurer fails to pay any amount claimed due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States of America and will comply with all requirements necessary to give that court jurisdiction. Nothing in this Section 20.07 constitutes or should be understood to constitute a waiver of the Reinsurer’s right to commence an action in any court of competent jurisdiction in the United States of America, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the Laws of the United States or of any state in the United States of America.

(b) In any suit instituted against it upon this Agreement, the Reinsurer shall abide by the final decision of such court or of any appellate court in the event of an appeal.

(c) The Reinsurer hereby designates the Superintendent, Commissioner, or Director of Insurance (or other officer specified for that purpose in the statute, or the successor or successors in office) in the relevant jurisdiction, as its true and lawful attorney upon whom may

be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Agreement.

(d) This Section 20.07 is not intended to conflict with or override the Parties’ obligation to arbitrate any disputes arising out of or in connection with this Agreement pursuant to Article XI.

(e) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 20.08 This Agreement shall be interpreted under the Laws of the State of Missouri.

Section 20.09 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ARTICLE XXI
SAVINGS CLAUSE

Section 21.01 If any applicable Law or Governmental Order should prohibit or render illegal this Agreement, or any portion thereof, as to risks or properties located in the jurisdiction of such authority, either the Company or the Reinsurer may upon written notice to the other suspend or abrogate this Agreement insofar as it relates to risks or properties located within such jurisdiction to such extent as may be necessary to comply with such Law or Governmental Order. Such illegality shall in no way affect any other portion thereof; provided, however, that the Reinsurer or the Company may terminate or suspend this Agreement insofar as it relates to the business to which such Laws or Governmental Orders may apply.

Section 21.02 All provisions of this Agreement are intended to be enforced to the fullest extent permitted. Accordingly, should a Governmental Authority of competent jurisdiction or arbitration panel determine that any provision of this Agreement is for any reason invalid, illegal or unenforceable as written, the Parties intend that the Governmental Authority or arbitration panel should reform the provision as it determines to be valid, legal and enforceable under present or future Law; such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance. The Reinsurer, the General Agent and the Company shall, working in cooperation with each other, undertake to propose and agree to such appropriate modifications in order to modify this Agreement so that it shall so comply with applicable Law, to the extent practicable.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement effective as of the Agreement Effective Date.


COMPANY:
ESSENTIA INSURANCE COMPANY
By: /s/ Jeffrey T. May Name: Jeffrey T. May Title: President


REINSURER:
HAGERTY REINSURANCE LIMITED
By: /s/ Charles Favour Name: Charles Favour Title: President


GENERAL AGENT:
HAGERTY INSURANCE AGENCY, LLC
By: /s/ Bryant Kolle Name: Bryant Kolle Title: VP, National Sales & Partnerships


Delaware	001-40244	86-1213144
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


Exhibit No.						Description
10.1						Sixth Amended and Restated Master Relationship Agreement, between the Company, The Hagerty Group, LLC, and Markel Group Inc. dated December 31 , 2025 , filed herewith .
10.2						Seventh Amended and Restated Limited Liability Company Agreement of The Hagerty Group, LLC, dated December 31, 2025 , filed herewith .
10.3*						General Agency Agreement, between Hagerty Insurance Agency, LLC, Hagerty Reinsurance Limited, and Essentia Insurance Company, dated December 31, 2025 , filed herewith .
10.4*						Quota Share Agreement, between Hagerty Reinsurance Limited, Hagerty Insurance Agency, LLC and Essentia Insurance Company, dated December 31, 2025 , filed herewith.
104						Cover Page Interactive Data File (formatted as Inline XBRL)



						HAGERTY, INC.

						/s/ Diana M. Chafey
Date: January 2, 2026						Diana M. Chafey
						Chief Legal Officer and Corporate Secretary