FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of April 18, 2021, by and between Aldel Financial Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 8, 2021, is by and between Aldel Financial Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
The undersigned, Aldel Financial Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (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”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 8, 2021, is made and entered into by and among Aldel Financial Inc., a Delaware corporation (the “Company”), Aldel Investors LLC, a Delaware limited liability company (the “Sponsor”), FG SPAC Partners LP, a Delaware limited partnership affiliated with certain of our directors, ThinkEquity, a division of Fordham Financial Management, Inc., as a representative of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, FG SPAC Partners LP, the Underwriters and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • Aldel Financial Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Aldel Financial Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 8, 2021 by and between Aldel Financial Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of April, 2021, by and between Aldel Financial Inc., a Delaware corporation (the “Company”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143, and Aldel Investors LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2021, is made and entered into by and among Aldel Financial Inc., a Delaware corporation (the “Company”), Aldel Investors LLC, a Delaware limited liability company (the “Sponsor”), FG SPAC Partners LP, a Delaware limited partnership affiliated with certain of the Sponsor’s directors, ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), Hagerty Holding Corp., a Delaware close corporation (“HHC”), Markel Corporation, a Virginia corporation (“Markel” and, together with HHC, the “Hagerty Holders”), State Farm Mutual Automobile Insurance Company, an Illinois-domiciled mutual insurance company (“State Farm”), and the undersigned parties listed on the signature page hereto under “Holders,” including Robert Kauffman, D. Kyle Cerminara, Martin Friedman, Charles Nearburg, Hassan R. Baqar, Larry G. Swets, Jr. and Mark Love, (each such party, together with the Sponsor, FG SP
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is made as of this 8th day of April, 2021 by and between Aldel Financial Inc., a Delaware corporation (“Aldel Financial”) and Aldel Capital LLC (“Buyer”).
Aldel Financial Inc. Itasca, Illinois 60143Underwriting Agreement • April 13th, 2021 • Aldel Financial Inc. • 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 by and between Aldel Financial Inc., a Delaware corporation (the “Company”), and ThinkEquity, a division of Fordham Financial Management, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described i
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • July 5th, 2024 • Hagerty, Inc. • Insurance agents, brokers & service • New York
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of July 3, 2024, is made by and between Hagerty, Inc., a Delaware corporation (f/k/a Aldel Financial Inc.) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of December 2, 2021, between the Company and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement.
OTM WARRANTS PURCHASE AGREEMENTOtm Warrants Purchase Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
THIS OTM WARRANTS PURCHASE AGREEMENT, dated as of April 8, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Aldel Financial Inc., a Delaware corporation (the “Company”), and Aldel Investors LLC, a Delaware limited liability company, and FG SPAC Partners LP, a Delaware limited partnership (the “Purchasers”).
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • March 14th, 2023 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
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).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 3rd, 2024 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
This Tender and Support Agreement (this “Agreement”), dated as of June 3, 2024, is entered into by and among Hagerty, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”), each of the persons listed on Schedule B hereto (each, a “PIPE Warrant Holder”), each of the persons listed on Schedule C hereto (each, an “Underwriter Warrant Holder”), each of the persons listed on Schedule D hereto (each, a “Private Placement Warrant Holder”), and each of the persons listed on Schedule E hereto (each, an “OTM Warrant Holder” and, together with the Public Warrant Holders, the PIPE Warrant Holders, the Underwriter Warrant Holders and the Private Placement Warrant Holders, the “Warrant Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2023 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2023 (this “Agreement”), is made by and among Hagerty, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2024 • Hagerty, Inc. • Insurance agents, brokers & service
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made by THE HAGERTY GROUP, LLC, a Delaware limited liability company (“Company”), and Kenneth H. Ahn (“Executive”). As used in this Agreement, the term “Affiliate” means any entity controlling, controlled by or under common control with the Company.
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE HAGERTY GROUP, LLC DATED AS OF DECEMBER 18, 2023Limited Liability Company Agreement • December 22nd, 2023 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of December 18, 2023, 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.
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE HAGERTY, INC. 2021 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • August 6th, 2024 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Hagerty, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Hagerty, Inc. 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); and
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE HAGERTY GROUP, LLC DATED AS OF [●], 2021Limited Liability Company Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2021, 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 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.
FIFTH AMENDED AND RESTATED MASTER ALLIANCE AGREEMENT between HAGERTY, INC. THE HAGERTY GROUP, LLC and MARKEL GROUP INC. dated DECEMBER 18, 2023Master Alliance Agreement • December 22nd, 2023 • Hagerty, Inc. • Insurance agents, brokers & service • Missouri
THIS FIFTH AMENDED AND RESTATED MASTER ALLIANCE AGREEMENT (including all exhibits hereto, and all amendments hereto, this “Agreement”) is made and entered into this December 18, 2023 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.
FORFEITURE AGREEMENTForfeiture Agreement • March 25th, 2021 • Aldel Financial Inc. • Blank checks • New York
This Forfeiture Agreement (this “Agreement”) is entered into as of March 25, 2021, by and between Aldel Investors LLC (the “Transferor”) and Aldel Financial Inc. (the “Transferee”).
BUSINESS COMBINATION AGREEMENT dated August 17, 2021 by and among ALDEL FINANCIAL INC., a Delaware corporation, as the Buyer, ALDEL MERGER SUB LLC, a Delaware limited liability company, as Newco, and THE HAGERTY GROUP, LLC, a Delaware limited...Business Combination Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is dated as of August 17, 2021, by and among Aldel Financial Inc., a Delaware corporation (the “Buyer”), Aldel Merger Sub LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Buyer (the “Newco”) and The Hagerty Group, LLC, a Delaware limited liability company (the “Company”). Each of the Buyer, Newco and the Company is also referred to herein as a “Party” and collectively, the “Parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 10th, 2022 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of January 5, 2022 (the “Effective Date”), by and among Broad Arrow Group, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A attached to the SHA (each a “Purchaser” and together the “Purchasers” and together with the Company, the “Parties” and each, a “Party”).
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE HAGERTY, INC. 2021 STOCK INCENTIVE PLANPerformance Restricted Stock Unit Award Agreement • April 1st, 2024 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Hagerty, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Hagerty, Inc. 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); and
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • Hagerty, Inc. • Insurance agents, brokers & service
This Seventh Amendment to Amended and Restated Credit Agreement, dated as of April 7, 2023 (this “Amendment”), is by and among THE HAGERTY GROUP, LLC (the “Company”), Broad Arrow Capital Europe Limited, a private limited company incorporated in England and Wales with company number 13872922 (“BAC Europe”), Broad Arrow Capital UK Limited, a private limited company incorporated in England and Wales with company number 13872844 (“BAC UK” and, together with BAC Europe, the “Foreign Subsidiary Borrowers”; the Foreign Subsidiary Borrowers, together with the Company, the “Borrowers”), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders party to the Credit Agreement described below (in such capacity, the “Administrative Agent”).
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE HAGERTY, INC. 2021 STOCK INCENTIVE PLANPerformance Restricted Stock Unit Award Agreement • March 30th, 2022 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Hagerty, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Hagerty, Inc. 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); and
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Hagerty, Inc. • Insurance agents, brokers & service
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by HAGERTY, INC., a Delaware corporation (“Company”) and DIANA CHAFEY (“Executive”). As used in this Agreement, the term “Affiliate” means any entity controlling, controlled by or under common control with the Company.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of August 17, 2021 and effective as of the Closing (as defined below), by and among Hagerty Holding Corp., a Delaware corporation (“HHC”), State Farm Mutual Automobile Insurance Company, a mutual insurance company domiciled in the State of Illinois (“State Farm”), and Markel Corporation, a Virginia corporation (“Markel”) (each, an “Investor,” and collectively the “Investors”), and Aldel Financial Inc., a Delaware corporation (the “Company”).
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • Hagerty, Inc. • Insurance agents, brokers & service
This Sixth Amendment to Amended and Restated Credit Agreement, dated as of January 31, 2023 (this “Amendment”), is by and among THE HAGERTY GROUP, LLC (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders party to the Credit Agreement described below (in such capacity, the “Administrative Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2021, by and between the undersigned (the “Holder”) and Aldel Financial Inc., a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
SPONSOR WARRANT LOCK-UP AGREEMENTSponsor Warrant Lock-Up Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • New York
This SPONSOR WARRANT LOCK-UP AGREEMENT, dated as of _______, 2021 (“Agreement”), by and among Hagerty, Inc., (formerly, Aldel Financial Inc.), a Delaware corporation (the “Company”), Aldel Investors LLC (the “Sponsor”) and FG SPAC Partners, LP (“FGSP”).
EXCHANGE AGREEMENTExchange Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 2021, 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).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT, dated as of August 17, 2021 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), The Hagerty Group LLC, a Delaware limited liability company (the “Company”) and Aldel Financial Inc., a Delaware corporation (“Buyer”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
ALDEL FINANCIAL INC.Administrative Services Agreement • April 13th, 2021 • Aldel Financial Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Aldel Financial Inc. (the “Company”) and Aldel Investors LLC (the “Sponsor”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE HAGERTY, INC. 2021 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • March 30th, 2022 • Hagerty, Inc. • Insurance agents, brokers & service • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Hagerty, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Hagerty, Inc. 2021 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); and
