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
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.
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.”
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”).
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).
TAX RECEIVABLE AGREEMENT among ALDEL FINANCIAL INC.,Tax Receivable Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [–], 2021, is hereby entered into by and among Hagerty Inc., a Delaware corporation (“PubCo”), The Hagerty Group, LLC, a Delaware limited liability company (the “Company”), Hagerty Holding Corp, a Delaware close corporation (“HHC”) , Markel Corporation, a Virginia corporation (“Markel”) and such other persons from time to time party hereto (HHC, Markel, and such other persons, the “TRA Parties”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 18th, 2021 • Aldel Financial Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this __ day of [___], 2021, by and between Aldel Financial Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
