Common use of Minimum Annual Premium Clause in Contracts

Minimum Annual Premium. (a) AUL shall use commercially reasonable efforts to produce Covered Business for the Company that generates gross written premium in each calendar year at least equal to 10% of the average of the Company’s beginning and year-end book value of common equity plus preferred equity (the “Minimum Annual Premium”). (b) During each calendar year, AUL will make quarterly projections as to whether Minimum Annual Premium will be met for such calendar year and shall advise the Company if a shortfall is projected. In such event, AUL will reasonably cooperate with the Company to attempt to identify a cure for any projected shortfall, including considering whether insurance and reinsurance business that does not meet the requirements of the Business Framework and/or Underwriting Guidelines should be pursued by AUL; any such business deviating from the Business Framework and/or Underwriting Guidelines shall be Excepted Business and, in addition to other rights available to AUL, any underwriting results shall, at the option of AUL, exercised within 5 Business Days of the date such business is bound, be excluded from the results used to determine AUL’s Profit Commission. Notwithstanding anything to the contrary in this Agreement, if at any time following the second quarter of any calendar year the Company reasonably determines that, based on AUL’s projections, that the Company will not achieve the Minimum Annual Premium for such calendar year, the Company shall have the right, at its option, commencing July 15 of such calendar year, to engage up to two additional third parties to act as agents of the Company (each an “Agent”) to source insurance and/or reinsurance opportunities for the remainder of such calendar year and for the next calendar year (“Non-Covered Business”); provided, (A) that the Company shall not permit the Agent(s) to solicit, and the Company may not write (i) any Non-Covered Business that was previously analyzed and declined by AUL or (ii) property catastrophe reinsurance, and (B) the Agent(s) shall be required to coordinate with AUL on business to be targeted and/or solicited by the Agent(s) to prevent solicitation or assumption of non-permitted business and competition by the Company’s agents on the same risks and to enable the Company’s overall portfolio to stay within appropriate PML constraints. Any Non-Covered Business sourced by the Agent(s) shall be subject to the approval of and shall be bound only by the Company’s Chief Risk Officer (the “CRO”) or his/her designee or the Company’s Chief Executive Officer (the “CEO”) or his/her designee (but not in any event by any Designated Employee). Non-Covered Business will not be included in the calculation of any Fees. (c) If, in a calendar year in which the Company has engaged an Agent as provided in Section 2.06(b), AUL underwrites Covered Business that generates not less than the Minimum Annual Premium, then for each subsequent calendar year following a calendar year in which the Minimum Annual Premium requirement is met, unless otherwise agreed in writing by AUL, the business that can be solicited or underwritten by the Agent(s) on behalf of the Company shall be limited to Renewals of Non-Covered Business in force during the prior [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. calendar year, and the Agent shall not be permitted to solicit, underwrite or bind any new business.

Minimum Annual Premium. (a) AUL AUI shall use commercially reasonable efforts to produce Covered Business for the Company that generates gross written premium Premium (but net of cessions under the ARC Quota Share Reinsurance Agreement) in each calendar year at least equal to 10% the Target Percentage of the average of the Company’s 's beginning and year-end book value of common equity plus preferred equity (the “"Minimum Annual Premium”"). (b) During each calendar year, AUL AUI will make quarterly projections as to whether Minimum Annual Premium will be met for such calendar year and shall advise the Company if a shortfall is projected. In such event, AUL AUI will reasonably cooperate with the Company to attempt to identify a cure for any projected shortfall, including considering whether insurance and reinsurance business that does not meet the requirements of the Business Framework and/or Underwriting Guidelines should be pursued by AULAUI; any such business deviating from the Business Framework and/or Underwriting Guidelines shall be Excepted Business and, in addition to other rights available to AULAUI, any underwriting results shall, at the option of AULAUI, exercised within 5 Business Days of the date such business is bound, be excluded from the results used to determine AUL’s AUl's Profit Commission. Notwithstanding anything to the contrary in this Agreement, if at any time following the second quarter of any calendar year the Company reasonably determines that, based on AUL’s AUI's projections, that the Company will not achieve the Minimum Annual Premium for such calendar year, the Company shall have the right, at its option, commencing July 15 of such calendar year, to engage up to two additional third parties to act as agents of the Company (( each an “"Agent”") to source insurance and/or reinsurance opportunities for the remainder of such calendar year and for the next calendar year (“"Non-Covered Business”"); provided, (A) that the Company shall not permit the Agent(s) to solicit, and the Company may not write (i) any Non-Covered Business that was previously analyzed and declined by AUL or (ii) property catastrophe reinsuranceAUI, and (B) the Agent(s) shall be required to coordinate with AUL AUI on business to be targeted and/or solicited by the Agent(s) to prevent solicitation or assumption of non-permitted business and competition by the Company’s 's agents on the same risks and to enable the Company’s 's overall portfolio to stay within appropriate PML constraints. Any Non-Covered Business sourced by the Agent(s) shall be subject to the approval of and shall be bound only by the Company’s Chief Risk Officer (the “CRO”) or his/her designee or the Company’s 's Chief Executive Officer (the “"CEO”") or his/her designee (but not in any event by any Designated Employee). Non-Covered Business will not be included in the calculation of any Fees. (c) If, in a calendar year in which the Company has engaged an Agent as provided in Section 2.06(b), AUL AUI underwrites Covered Business that generates not less than the Minimum Annual Premium, then for each subsequent calendar year following a calendar year in which the Minimum Annual Premium requirement is met, unless otherwise agreed in writing by AULAUI, the business that can be solicited or underwritten by the Agent(s) on behalf of the Company shall be limited to Renewals of Non-Covered Business in force during the prior [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. calendar year, and the Agent shall not be permitted to solicit, underwrite or bind any new business.

Minimum Annual Premium. (a) AUL AUI shall use commercially reasonable efforts to produce Covered Business for the Company that generates gross written premium Premium (but net of cessions under the ARC Quota Share Reinsurance Agreement) in each calendar year at least equal to 10% the Target Percentage of the average of the Company’s beginning and year-end book value of common equity plus preferred equity (the “Minimum Annual Premium”). (b) During each calendar year, AUL AUI will make quarterly projections as to whether Minimum Annual Premium will be met for such calendar year and shall advise the Company if a shortfall is projected. In such event, AUL AUI will reasonably cooperate with the Company to attempt to identify a cure for any projected shortfall, including considering whether insurance and reinsurance business that does not meet the requirements of the Business Framework and/or Underwriting Guidelines should be pursued by AULAUI; any such business deviating from the Business Framework and/or Underwriting Guidelines shall be Excepted Business and, in addition to other rights available to AULAUI, any underwriting results shall, at the option of AULAUI, exercised within 5 Business Days of the date such business is bound, be excluded from the results used to determine AULAUI’s Profit Commission. Notwithstanding anything to the contrary in this Agreement, if at any time following the second quarter of any calendar year the Company reasonably determines that, based on AULAUI’s projections, that the Company will not achieve the Minimum Annual Premium for such calendar year, the Company shall have the right, at its option, commencing July 15 of such calendar year, to engage up to two additional third parties to act as agents of the Company (each an “Agent”) to source insurance and/or reinsurance opportunities for the remainder of such calendar year and for the next calendar year (“Non-Covered Business”); provided, (A) that the Company shall not permit the Agent(s) to solicit, and the Company may not write (i) any Non-Covered Business that was previously analyzed and declined by AUL or (ii) property catastrophe reinsuranceAUI, and (B) the Agent(s) shall be required to coordinate with AUL AUI on business to be targeted and/or solicited by the Agent(s) to prevent solicitation or assumption of non-permitted business and competition by the Company’s agents on the same risks and to enable the Company’s overall portfolio to stay within appropriate PML constraints. Any Non-Covered Business sourced by the Agent(s) shall be subject to the approval of and shall be bound only by the Company’s Chief Risk Officer (the “CRO”) or his/her designee or the Company’s Chief Executive Officer (the “CEO”) or his/her designee (but not in any event by any Designated Employee). Non-Covered Business will not be included in the calculation of any Fees. (c) If, in a calendar year in which the Company has engaged an Agent as provided in Section 2.06(b), AUL AUI underwrites Covered Business that generates not less than the Minimum Annual Premium, then for each subsequent calendar year following a calendar year in which the Minimum Annual Premium requirement is met, unless otherwise agreed in writing by AULAUI, the business that can be solicited or underwritten by the Agent(s) on behalf of the Company shall be limited to Renewals of Non-Covered Business in force during the prior [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. calendar year, and the Agent shall not be permitted to solicit, underwrite or bind any new business.

Minimum Annual Premium. (a) AUL shall use commercially reasonable efforts to produce Covered Business for the Company that generates gross written premium in each calendar year at least equal to 10% of the average of the Company’s beginning and year-end book value of common equity plus preferred equity (the “Minimum Annual Premium”). (b) During each calendar year, AUL will make quarterly projections as to whether Minimum Annual Premium will be met for such calendar year and shall advise the Company if a shortfall is projected. In such event, AUL will reasonably cooperate with the Company to attempt to identify a cure for any projected shortfall, including considering whether insurance and reinsurance business that does not meet the requirements of the Business Framework and/or Underwriting Guidelines should be pursued by AUL; any such business deviating from the Business Framework and/or Underwriting Guidelines shall be Excepted Business and, in addition to other rights available to AUL, any underwriting results shall, at the option of AUL, exercised within 5 Business Days of the date such business is bound, be excluded from the results used to determine AUL’s Profit Commission. Notwithstanding anything to the contrary in this Agreement, if at any time following the second quarter of any calendar year the Company reasonably determines that, based on AUL’s projections, that the Company will not achieve the Minimum Annual Premium for such calendar year, the Company shall have the right, at its option, commencing July 15 of such calendar year, to engage up to two additional third parties to act as agents of the Company (each an “Agent”) to source insurance and/or reinsurance opportunities for the remainder of such calendar year and for the next calendar year (“Non-Covered Business”); provided, (A) that the Company shall not permit the Agent(s) to solicit, and the Company may not write (i) any Non-Covered Business that was previously analyzed and declined by AUL or (ii) property catastrophe reinsurance, and (B) the Agent(s) shall be required to coordinate with AUL on business to be targeted and/or solicited by the Agent(s) to prevent solicitation or assumption of non-permitted business and competition by the Company’s agents on the same risks and to enable the Company’s overall portfolio to stay within appropriate PML constraints. Any Non-Covered Business sourced by the Agent(s) shall be subject to the approval of and shall be bound only by the Company’s Chief Risk Officer (the “CRO”) or his/her designee or the Company’s Chief Executive Officer (the “CEO”) or his/her designee (but not in any event by any Designated Employee). Non-Covered Business will not be included in the calculation of any Fees. (c) If, in a calendar year in which the Company has engaged an Agent as provided in Section 2.06(b), AUL underwrites Covered Business that generates not less than the Minimum Annual Premium, then for each subsequent calendar year following a calendar year in which the Minimum Annual Premium requirement is met, unless otherwise agreed in writing by AUL, the business that can be solicited or underwritten by the Agent(s) on behalf of the Company shall be limited to Renewals of Non-Covered Business in force during the prior [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. calendar year, and the Agent shall not be permitted to solicit, underwrite or bind any new business.