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”).
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”).
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”).
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.Employment Agreement • February 11th, 2021 • Metromile, Inc. • 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.
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.
