REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2020, is made and entered into by and among Reinvent Technology Partners Z, a Cayman Islands exempted company (the “Company”), and Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Reinvent Technology Partners Z UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
REINVENT TECHNOLOGY PARTNERS BReinvent Technology Partners Z • November 2nd, 2020 • Blank checks • New York
Reinvent Technology Partners B, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Reinvent Sponsor B LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise re
INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2020 • Reinvent Technology Partners Z • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT REINVENT TECHNOLOGY PARTNERS Z and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 18, 2020Warrant Agreement • November 23rd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 18, 2020, is by and between Reinvent Technology Partners Z, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 23rd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of November 18, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Reinvent Technology Partners Z, a Cayman Islands exempted company (the “Company”), and Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2021 • Reinvent Technology Partners Z • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
HIPPO HOLDINGS INC. INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ 🌑 ], 20[ 🌑 ] by and between Hippo Holdings Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Reinvent Technology Partners Z New York, New York 10003Letter Agreement • November 23rd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
This letter (this “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 Reinvent Technology Partners Z, a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a re
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Hippo Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Reinvent Technology Partners Z, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders of Hippo Enterprises Inc., a Delaware corporation (“Hippo”) identified on the signature pages hereto (such stockholders, the “Hippo Holders”), Reid Hoffman, Mark Pincus, Michael Thompson, David Cohen, Byron Auguste, Julie Hanna, Lee Linden and Linda Rottenberg (the “Director Holders”) and Reinvent Capital Fund LP, a Delaware limited partnership (the “Investor Stockholder” and, collectively with the Sponsor, the Hippo Holders, the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Reinvent Technology Partners Z (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Reinvent Technology Partners Z (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AGREEMENT AND PLAN OF MERGER by and among REINVENT TECHNOLOGY PARTNERS Z, RTPZ MERGER SUB INC., and HIPPO ENTERPRISES INC. dated as of March 3, 2021Agreement and Plan of Merger • March 4th, 2021 • Reinvent Technology Partners Z • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 3, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology Partners Z, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), RTPZ Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Hippo Enterprises Inc., a Delaware corporation (the “Company”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • November 23rd, 2020 • Reinvent Technology Partners Z • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of November 18, 2020, is made and entered into by and between Reinvent Technology Partners Z, a Cayman Islands exempted company (the “Company”), and Reinvent Capital LLC, a Delaware limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 4th, 2021 • Reinvent Technology Partners Z • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 3, 2021, by and between Reinvent Technology Partners Z, a Cayman Islands exempted company (“RTP”), and the undersigned subscriber (the “Investor”).
LEASE AGREEMENTLease Agreement • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance • Texas
Lease Term: The period commencing on the Commencement Date and continuing for Twenty-Three and One-Half (23.5) calendar months thereafter; provided, however, if the term of this lease commences on a date other than the first day of a calendar month, the Lease Term shall consist of 36 calendar months in addition to the remainder of the calendar month during which this Lease is deemed to have commenced.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 4th, 2021 • Reinvent Technology Partners Z • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 3, 2021, by and among Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Reinvent Technology Partners Z, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Hippo Enterprises 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.
OFFER LETTER Hippo Analytics Inc.Employment Agreement • May 11th, 2021 • Reinvent Technology Partners Z • Fire, marine & casualty insurance • California
Hippo Analytics Inc. (the “Company”), is pleased to offer you employment in the position of CEO. This letter sets out the terms of your employment with the Company, which will start on January 1st, 2016.
Simon Fleming-Wood Palo Alto, CaliforniaEmployee Invention Assignment and Confidentiality Agreement • March 2nd, 2023 • Hippo Holdings Inc. • Fire, marine & casualty insurance • California
This letter confirms the agreement (“Agreement”) between you and Hippo Employee Services Inc. (the “Company”) and/or any of its affiliates concerning the terms of your separation from the Company and its affiliates, and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
FIRST AMENDMENT TO LEASELease • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance
THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of October 29, 2020 (the “Effective Date”), by and between ELEVATE SABINE INVESTORS LP, a Texas limited partnership (“Landlord”), and HIPPO ANALYTICS INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 6th, 2024 • Hippo Holdings Inc. • Fire, marine & casualty insurance
This Third Amendment of Purchase and Sale Agreement (this “Amendment”) is entered into to be effective as of the 8th day of March, 2023 (the “Effective Date”) by and between ELEVATE SABINE INVESTORS LP, a Texas limited partnership (“Seller”) and SPINNAKER INSURANCE COMPANY, an Illinois licensed insurance company (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 16th, 2022 • Hippo Holdings Inc. • Fire, marine & casualty insurance
This Purchase and Sale Agreement (this “Agreement”), is entered into as of February 24, 2022 (the “Effective Date”) by and between Spinnaker Insurance Company, an Illinois licensed insurance company (“Buyer”), and Elevate Sabine Investors LP, a Texas limited partnership (“Seller”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance
That this Amendment to the Lease Agreement is made as of the 7th day of July, 2021, between 522 Congress, LP, Landlord, and Hippo Analytics Inc. , Tenant;
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 4th, 2021 • Reinvent Technology Partners Z • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of March 3, 2021, by and among Reinvent Technology Partners Z, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Equityholder” and, collectively, the “Company Equityholders”), and Hippo Enterprises 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 LEASE AGREEMENTLease Agreement • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance
That this Amendment to the Lease Agreement is made as of the 26th day of June, 2019, between 601 Congress LP, Landlord, and Hippo Analytics Inc., Tenant;
OFFICE LEASE by and between ELEVATE SABINE, LLC, a Texas limited liability company (as “Landlord”) and HIPPO ANALYTICS INC., a Delaware corporation (as “Tenant”) Waterloo Central Austin, TexasOffice Lease • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance • Texas
Landlord and Tenant enter into this Office Lease (“Lease”) as of the Execution Date, to be effective as of the Effective Date (as defined in Section 17.26 below) on the following terms, covenants, conditions and provisions:
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance
That this Amendment to the Lease Agreement is made as of the 26th day of June, 2019, between 522 Congress LP, Landlord, and Hippo Analytics Inc., Tenant;
SUMMARY OF BASIC LEASE INFORMATIONLease • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance • California
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
SPONSOR AGREEMENTSponsor Agreement • March 4th, 2021 • Reinvent Technology Partners Z • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of March 3, 2021, is made by and among Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Sponsor”), Reinvent Technology Partners Z, a Cayman Islands exempted company (the “Company”), and Hippo Enterprises Inc., a Delaware corporation (“Hippo”). The Sponsor, the Company and Hippo are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
OFFER LETTER Hippo Analytics Inc.Employment Agreement • May 11th, 2021 • Reinvent Technology Partners Z • Fire, marine & casualty insurance • California
On behalf of Hippo Analytics Inc. (the “Company”), I am pleased to offer you employment in the position of Head of Insurance. This letter sets out the terms of your employment with the Company, which will start on February 6th, 2017.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 16th, 2022 • Hippo Holdings Inc. • Fire, marine & casualty insurance
This First Amendment to Purchase and Sale Agreement (this “Amendment”) is dated effective March 24, 2022 (the “Effective Date”), between Spinnaker Insurance Company, an Illinois licensed insurance company (“Buyer”), and Elevate Sabine Investors LP, a Texas limited partnership (“Seller”).
EXHIBIT C AMENDMENT TO LEASEHippo Holdings Inc. • August 5th, 2021 • Fire, marine & casualty insurance
THIS AMENDMENT TO LEASE (“Amendment”) is made and entered into effective as of 1/24/2020, by and between TALLWOOD FOREST, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“Landlord”), and HIPPO ANALYTICS INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 5th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance
That this Amendment to the Lease Agreement is made as of the 9th day of May, 2019, between 601 Congress LP, Landlord, and Hippo Analytics Inc., Tenant;
INCENTIVE STOCK OPTION AGREEMENT UNDER THE HIPPO ENTERPRISES INC.Incentive Stock Option Agreement • October 4th, 2021 • Hippo Holdings Inc. • Fire, marine & casualty insurance • Delaware
All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.
SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 6th, 2024 • Hippo Holdings Inc. • Fire, marine & casualty insurance
This Second Amendment of Purchase and Sale Agreement (this “Amendment”) is entered into to be effective as of the 6th day of February, 2023 (the “Effective Date”) by and between ELEVATE SABINE INVESTORS LP, a Texas limited partnership (“Seller”) and SPINNAKER INSURANCE COMPANY, an Illinois licensed insurance company (“Buyer”).
