UNDERWRITING AGREEMENT between INSU ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: September 2, 2020 INSU ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
The undersigned, INSU Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 2, 2020, is by and between INSU Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 30th, 2020 • INSU Acquisition Corp. II • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2020, by and between INSU ACQUISITION CORP. II, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 2, 2020 by and between INSU Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
METROMILE, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 11th, 2021 • Metromile, Inc. • Fire, marine & casualty insurance • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 20__ and is between Metromile, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of September, 2020, by and between INSU Acquisition Corp. II, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and the subscribers set forth on Schedule A hereto (the “Subscribers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2020, is made and entered into by and among each of INSU Acquisition Corp. II, a Delaware corporation (the “Company”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and Dioptra Advisors II, LLC, a Delaware limited liability company (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
September 2, 2020Letter Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between INSU Acquisition Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 23,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one third of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commissi
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Metromile, Inc. • Fire, marine & casualty insurance
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November ___, 2020, by and among INSU Acquisition Corp. II, a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of September, 2020, by and between INSU Acquisition Corp. II, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2020 • INSU Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____________, 2020, is made and entered into by and among each of INSU Acquisition Corp. II, a Delaware corporation (the “Company”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and Dioptra Advisors II, LLC, a Delaware limited liability company (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”) and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 9th, 2021 • Metromile, Inc. • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 8, 2021, by and among Lemonade, Inc., a Delaware corporation (“Parent”); Citrus Merger Sub A, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub I”); Citrus Merger Sub B, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub II,” and together with Acquisition Sub I, the “Acquisition Subs”); and Metromile, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
OFFICE LEASE 425 MKT REIT, LLC (LANDLORD) AND METROMILE, INC. (TENANT) 425 MARKET STREET San Francisco, CaliforniaWorkletter Agreement • December 31st, 2020 • INSU Acquisition Corp. II • Fire, marine & casualty insurance • California
INSU Acquisition Corp. II Philadelphia, PA 19104-2870 Attention: Joseph W. Pooler, Jr. Dated: September 2, 2020INSU Acquisition Corp. II • September 9th, 2020 • Blank checks
Insurance Acquisition Sponsor II, LLC (“Lender”) hereby agrees to make to INSU Acquisition Corp. II (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2021 • Metromile, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made and entered into by and among each of INSU Acquisition Corp. II, a Delaware corporation (the “Company”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, Dioptra Advisors II, LLC, a Delaware limited liability company and INSU II PIPE Sponsor, LLC (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), the Former MetroMile Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
METROMILE, INC. OMNIBUS AMENDMENT NO. 2 TO THE NOTE PURCHASE AND SECURITY AGREEMENT February 9, 2021Note Purchase and Security Agreement • February 11th, 2021 • Metromile, Inc. • Fire, marine & casualty insurance • New York
This OMNIBUS AMENDMENT NO. 2 (this “Amendment”) to the Note Purchase and Security Agreement, dated as of April 14, 2020, by and among Metromile, Inc. (the “Company”), INSU Acquisition Corp. II, a Delaware corporation (the “Parent”), the other undersigned Guarantors, the Holders, and the Agent (as each term is defined therein, as amended prior to the date hereof, the “Note Purchase Agreement”) is entered into as of the date hereof, by and among the Company, HSCM BERMUDA FUND LTD. (“Bermuda”) and HS SANTANONI LP (“Santanoni”). This Amendment amends the Note Purchase Agreement and each Note issued pursuant thereto. All capitalized terms not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.
METROMILE, INC.Metromile, Inc. • March 31st, 2021 • Fire, marine & casualty insurance
On behalf of Metromile, Inc. (the “Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). This Agreement shall become effective on the date that it is signed by you (the “Effective Date”) and shall amend and restate any prior offer letter or employment agreement between you and the Company, including your offer letter dated January 30, 2013.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 9th, 2021 • Metromile, Inc. • Fire, marine & casualty insurance • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [●], by and among Lemonade, Inc., a Delaware corporation (“Parent”); and [ ● ] (“Stockholder”).
SPONSOR SHARE CANCELLATION AND VESTING AGREEMENTSponsor Share Cancellation and Vesting Agreement • November 24th, 2020 • INSU Acquisition Corp. II • Blank checks • Delaware
This SPONSOR SHARE CANCELLATION AND VESTING AGREEMENT (this “Agreement”) is dated as of November 24, 2020, by and among INSU Acquisition Corp. II, a Delaware corporation (“Parent”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company (“Sponsor II”), and Dioptra Advisors II, LLC, a Delaware limited liability company (“Dioptra” and together with Sponsor II, the “Sponsors”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
INSU ACQUISITION CORP. IIINSU Acquisition Corp. II • September 9th, 2020 • Blank checks • Pennsylvania
This letter agreement by and between INSU Acquisition Corp. II (the “Company”) and Cohen & Company, LLC (“Cohen”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 24th, 2020 • INSU Acquisition Corp. II • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of November 24, 2020, by and among MetroMile, Inc., a Delaware corporation (the “Company”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company (“Insurance Sponsor”), Dioptra Advisors II, LLC, a Delaware limited liability company (each, a “Sponsor” and, together with Insurance Sponsor, the “Sponsors”), and the officers and directors of INSU Acquisition Corp. II, a Delaware corporation (“Parent”), set forth on Schedule I hereto (such individuals, together with the Sponsors, each a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
METROMILE, INC.Restricted Stock Purchase Agreement • December 31st, 2020 • INSU Acquisition Corp. II • Fire, marine & casualty insurance • California
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).
INSU Acquisition Corp. II Philadelphia, PA 19104 Ladies and Gentlemen:Letter Agreement • November 24th, 2020 • INSU Acquisition Corp. II • Blank checks • Delaware
This letter agreement (this “Letter Agreement”), by and among INSU Acquisition Corp. II, a Delaware corporation (the “Company”), and certain stockholders of MetroMile, Inc., a Delaware corporation (“Metromile”), identified on the signature pages hereto, who are intended to become stockholders of the Company (the “Stockholders”), is being delivered concurrently with the execution of that certain Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the “Merger Agreement”), by and among the Company, INSU II Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Metromile. Pursuant to the Merger Agreement, Merger Sub is being merged with and into Metromile (the “Merger”) and, in connection therewith, the stockholders of Metromile are receiving as consideration in the Merger shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). In this Letter Agreement, the shares of Common Stoc
Lemonade To Acquire MetromileMetromile, Inc. • November 8th, 2021 • Fire, marine & casualty insurance
New York (November 8,2021)—Lemonade (NYSE: LMND) the insurance company powered by Al and social good, and Metromile (NASDAQ: MILE, Ml LEW), the data science company focused on auto insurance, have entered into a definitive agreement pursuant to which Lemonade will acquire Metromile in an all-stock transaction that implies a fully diluted equity value of approximately $500 million, or just over $200 million net of cash. Under the terms of the transaction, Metromile shareholders will receive Lemonade common shares at a ratio of 19:1. (Read more on why Lemonade is acquiring Metromile)
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • November 24th, 2020 • INSU Acquisition Corp. II • Blank checks • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of November [●], 2020, by and among INSU Acquisition Corp. II, a Delaware corporation (“Parent”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and MetroMile, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 11th, 2021 • Metromile, Inc. • Fire, marine & casualty insurance
This SECOND AMENDMENT (this “Second Amendment”) to the Agreement and Plan of Merger and Reorganization, dated as of November 24, 2020, as amended on January 12, 2021 (the “Merger Agreement”), by and among INSU Acquisition Corp. II, a Delaware corporation (“Parent”), INSU II Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and MetroMile, Inc., a Delaware corporation (the “Company”), is dated as of February 8 , 2021. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among INSU ACQUISITION CORP. II, INSU II MERGER SUB CORP., AND METROMILE, INC. DATED AS OF NOVEMBER 24, 2020Agreement and Plan of Merger • November 24th, 2020 • INSU Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger and Reorganization (as it may be amended, modified or supplemented from time to time, this “Agreement”) is dated as of November 24, 2020, by and among INSU Acquisition Corp. II, a Delaware corporation (“Parent”), INSU II Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and MetroMile, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of METROMILE, LLCLimited Liability Company Agreement • July 28th, 2022 • Metromile, Inc. • Fire, marine & casualty insurance • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) has been adopted by the members of the Board of Managers (the “Board of Managers”) of Metromile, LLC, a Delaware limited liability company, f/k/a Citrus Merger Sub B, LLC, (the “Company”), effective as of July 28, 2022.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among each of INSU Acquisition Corp. II, a Delaware corporation (the “Company”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, Dioptra Advisors II, LLC, a Delaware limited liability company and INSU PIPE Sponsor II, LLC (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), the Former MetroMile Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
METROMILE, INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTArbitration Agreement • January 13th, 2021 • INSU Acquisition Corp. II • Fire, marine & casualty insurance • California
As a condition of my employment with MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following provisions of this MetroMile, Inc. At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
METROMILE, INC. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTAnd Invention Assignment Agreement • January 13th, 2021 • INSU Acquisition Corp. II • Fire, marine & casualty insurance • California
As a condition of my business relationship with MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my business relationship with the Company and my receipt of the compensation now and hereafter paid to me on behalf of Company, I agree to the following provisions of this MetroMile, Inc. Confidential Information and Invention Assignment Agreement (this “Agreement”):
METROMlLE, INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTArbitration Agreement • January 13th, 2021 • INSU Acquisition Corp. II • Fire, marine & casualty insurance • California
As a condition of my employment with MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following provisions of this MetroMile, Inc. At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
