Common use of Board Representatives Clause in Contracts

Board Representatives. (a) During the period beginning on the date of this Agreement and ending on the later of (i) the end of the Maintenance Period and (ii) the expiration of the current terms of the MGA Agreements and the Reinsurance Agreement (as set forth therein, including as a result of the termination of such agreements) (the later of (i) and (ii), the “Representation Expiration Date”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of ▇▇▇▇ ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ shall be a Board Nominee for purposes of this Agreement, including Section 2(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If the Investor is no longer entitled to two (2) Board Nominees in accordance with the foregoing Section 2(a), then so long as the Investor continues to own the Minimum Ownership Amount, at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company one individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, the Investor will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which the Investor is entitled to Board Nominees pursuant to the foregoing Section 2(a) or 2(b), then as soon as practicable after the annual meeting, the applicable Board Nominee (or such other person acceptable to the Investor and the Board) shall be appointed as a director by the Board promptly following such annual meeting to the same class as the applicable Board Nominee were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 2(h)) or removal of a Board Nominee, then the Investor shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Board. For the avoidance of doubt, each reference in this Section 2(d) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which the Investor is entitled to Board Nominees pursuant to this Agreement. (d) For so long as the Investor has the right to nominate any nominee(s) for election as a Class I or Class II director pursuant to this Section 2 (subject to the provisos in Section 2(a) and 2(b) above), the Company shall nominate such nominee(s) for election as a director as part of the applicable slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest level of support for the election of such nominee(s), as the case may be, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (e) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (f) Each Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (g) Notwithstanding anything to the contrary herein, the Investor’s right to recommend the Board Nominee(s) pursuant to Section 2(a) and 2(b) and all related rights of the Investor and obligations of the Company set forth in this Section 2 shall terminate immediately upon the termination of the Reinsurance Agreement and the MGA Agreements (notwithstanding any continuing provisions in Section 4.05 of the Reinsurance Agreement or Section 14.9 of the MGA Agreements) at any time prior to the five (5) year anniversary of the consummation of the Company IPO. (h) In the event (i) the Representation Expiration Date shall occur, (ii) the Investor fails to maintain the Minimum Ownership Amount or (iii) this Agreement terminates pursuant to Section 2(g), then each Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation; provided, however, if two Board Nominees are on the Board and the Investor continues to have the right to one Board Nominee pursuant to Section 2(b), then only the current Class II Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. The Investor agrees to cause the Board Nominees to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 2(h). (i) On and as of the date on which the Investor owns less than the Minimum Ownership Amount for any reason other than solely dilution resulting from the issuance of additional Common Stock by the Company where the Investor has not sold more than 35% of the shares of Common Stock held by the Investor following the date of this Agreement (or, if earlier terminated pursuant to Section 2(g), on and as of such termination date), all of the nomination rights of the Investor set forth in this Section 2 shall terminate in full and be of no further force or effect, regardless of any increase in the amount of Common Stock that the Investor owns after such date.

Board Representatives. (a) During Minority Board Representative. Following the period beginning on Closing, if Buyer, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and its or their controlled Affiliates, Principals and Family Group members collectively own ten percent (10%) or more of the outstanding shares of the Common Stock (counting for such purposes all Conversion Shares and Convertible IFMI LLC Units as outstanding shares of the Common Stock) as of the record date of this Agreement and ending on the later of (i) the end of the Maintenance Period and (ii) the expiration of the current terms of the MGA Agreements and the Reinsurance Agreement (as set forth thereina Meeting, including as a result of the termination of such agreements) (the later of (i) and (ii), the “Representation Expiration Date”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are then: i. Buyer shall be entitled to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company (A) designate one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director (such individuals, the “Minority Board Nominees” and each a “Board NomineeRepresentative”) on to stand for election to the Board of Directors of the Company (the “Board”)at such Meeting; provided, however, that any such director nominee Minority Board Representative shall be reasonably satisfactory have satisfied all of the requirements applicable to the Directors under applicable committee Law, the Articles of Incorporation, the Bylaws and any customary director qualification standards in effect as of the Effective Date and disclosed to Buyer or adopted by the Board with authority over nominations of individuals Directors after the Closing; and ii. the Board of Directors shall (i) nominate such Minority Board Representative for election to serve as directors the Board of Directors at such Meeting; (ii) recommend to the Company’s stockholders the election of the Company. Each of ▇▇▇▇ ▇▇▇ ▇▇▇▇ Minority Board Representative at such Meeting; and ▇▇▇▇▇ ▇▇▇▇▇▇ shall be a (iii) solicit proxies for such Minority Board Nominee for purposes of this Agreement, including Section 2(h), Representative in connection with such persons having been deemed to be reasonably satisfactory Meeting to the applicable committee same extent as it does for any of its other nominees to the Board with authority over nominations of individuals to serve as directors of the CompanyDirectors. (b) If the Investor is no longer entitled Upon any Minority Board Representative’s death, resignation, retirement, disqualification or removal from office as a Director (including by failure to two (2) Board Nominees in accordance with the foregoing Section 2(aelect or re-elect), then so long if there is a vacancy on the Board of Directors as the Investor continues to own the Minimum Ownership Amounta result of such occurrence, at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor then: i. Buyer shall have the right to recommend to designate the Company one individual to serve as a Class I director of the Company as a successor for such Minority Board NomineeRepresentative; provided, however, that any such director nominee successor shall be reasonably satisfactory have satisfied all of the requirements applicable to the Directors under applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphsLaw, the Investor will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which the Investor is entitled to Board Nominees pursuant to the foregoing Section 2(a) or 2(b), then as soon as practicable after the annual meetingArticles of Incorporation, the applicable Board Nominee (or such other person acceptable to the Investor Bylaws and the Board) shall be appointed as a any customary director by the Board promptly following such annual meeting to the same class as the applicable Board Nominee were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 2(h)) or removal of a Board Nominee, then the Investor shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Board. For the avoidance of doubt, each reference in this Section 2(d) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which the Investor is entitled to Board Nominees pursuant to this Agreement. (d) For so long as the Investor has the right to nominate any nominee(s) for election as a Class I or Class II director pursuant to this Section 2 (subject to the provisos in Section 2(a) and 2(b) above), the Company shall nominate such nominee(s) for election as a director as part of the applicable slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest level of support for the election of such nominee(s), as the case may be, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (e) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (f) Each Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as qualification standards in effect as of the date of this Agreement. (g) Notwithstanding anything Effective Date and disclosed to the contrary herein, the Investor’s right to recommend Buyer or adopted by the Board Nominee(s) pursuant to Section 2(a) and 2(b) and all related rights of Directors after the Investor and obligations of the Company set forth in this Section 2 shall terminate immediately upon the termination of the Reinsurance Agreement and the MGA Agreements (notwithstanding any continuing provisions in Section 4.05 of the Reinsurance Agreement or Section 14.9 of the MGA Agreements) at any time prior to the five (5) year anniversary of the consummation of the Company IPO.Closing; and (h) In the event (i) the Representation Expiration Date shall occur, (ii) the Investor fails to maintain the Minimum Ownership Amount or (iii) this Agreement terminates pursuant to Section 2(g), then each Board Nominee shall promptly offer to resign from . the Board and, if requested by of Directors take all necessary actions to fill the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject vacancy resulting therefrom with such resignation; provided, however, if two Board Nominees are on the Board and the Investor continues to have the right to one Board Nominee pursuant to Section 2(b), then only the current Class II Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. The Investor agrees to cause the Board Nominees to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 2(h)successor. (i) On and as of the date on which the Investor owns less than the Minimum Ownership Amount for any reason other than solely dilution resulting from the issuance of additional Common Stock by the Company where the Investor has not sold more than 35% of the shares of Common Stock held by the Investor following the date of this Agreement (or, if earlier terminated pursuant to Section 2(g), on and as of such termination date), all of the nomination rights of the Investor set forth in this Section 2 shall terminate in full and be of no further force or effect, regardless of any increase in the amount of Common Stock that the Investor owns after such date.

Board Representatives. (a) During the period beginning on the date of this Agreement and ending on the later of date on which GP no longer owns (i) prior to the end completion of the Maintenance Period Reorganization Transaction, Class A Interests of ▇▇▇▇ that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least thirty-five percent (35%) of the issued and outstanding shares of Company Common Stock or (ii) following the expiration completion of the current terms Reorganization Transaction, shares of the MGA Agreements and the Reinsurance Agreement Company Common Stock equal to at least thirty-five percent (as set forth therein, including as a result 35%) of the termination issued and outstanding shares of such agreements) Company Common Stock (the later each of (i) and (ii), the “Representation Expiration DateInitial Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board board structure), the Investor GP shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director and director, (B) one (1) individual to serve as a Class II director and (C) one (1) individual to serve as a Class III director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ shall be a Board Nominee for purposes of this Agreement, including Section 2(h1(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If the Investor GP is no longer entitled to two (2) Board Nominees in accordance with the foregoing Section 2(a1(a) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of ▇▇▇▇ that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), then so long as the Investor continues to own the Minimum “Second Ownership AmountThreshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the Investor right to recommend to the Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director of the Company as Board Nominees; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If GP is no longer entitled to Board Nominees in accordance with the foregoing Section 1(b) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of ▇▇▇▇ that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Third Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the right to recommend to the Company one (1) individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (cd) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, the Investor GP will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which the Investor GP is entitled to Board Nominees pursuant to the foregoing Section 2(a1(a), Section 1(b) or 2(bSection 1(c), then as soon as practicable after the annual meeting, the applicable Board Nominee or Board Nominees (or such other person acceptable to the Investor and the Board) shall be appointed as a director by the Board promptly following such annual meeting to the same class as the applicable Board Nominee or Board Nominees were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 2(h1(h)) or removal of a Board Nominee, then the Investor GP shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Board. For the avoidance of doubt, each reference in this Section 2(d1(d) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which the Investor GP is entitled to Board Nominees pursuant to this Agreement. (de) For so long as the Investor GP has the right to nominate any nominee(s) for election as a Class I or Class II director pursuant to this Section 2 1 (subject to the provisos in Section 2(a1(a), Section 1(b) and 2(bSection 1(c) above), the Company shall nominate such nominee(s) for election as a director as part of the applicable slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest level of support for the election of such nominee(s), as the case may be, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (ef) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (fg) Each Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (g) Notwithstanding anything to the contrary herein, the Investor’s right to recommend the Board Nominee(s) pursuant to Section 2(a) and 2(b) and all related rights of the Investor and obligations of the Company set forth in this Section 2 shall terminate immediately upon the termination of the Reinsurance Agreement and the MGA Agreements (notwithstanding any continuing provisions in Section 4.05 of the Reinsurance Agreement or Section 14.9 of the MGA Agreements) at any time prior to the five (5) year anniversary of the consummation of the Company IPO. (h) In the event (i) the Representation Expiration Date shall occur, (ii) the Investor GP fails to maintain the Minimum Initial Ownership Amount Threshold, the Second Ownership Threshold or (iii) this Agreement terminates pursuant to Section 2(g)the Third Ownership Threshold, then each the Board Nominee shall promptly offer to resign from the or Board andNominees, if requested by the Companyas applicable, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation; provided, however, if two Board Nominees are on the Board and the Investor continues to have the right to one Board Nominee pursuant to Section 2(b), then only the current Class II Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. The Investor For the avoidance of doubt, (i) in the event GP owns less than the Initial Ownership Threshold but more than or equal to the Second Ownership Threshold, only the current Class III Board Nominee shall be required to resign and (ii) in the event GP owns less than the Second Ownership Threshold but more than or equal to the Third Ownership Threshold, only the current Class II Board Nominee shall be required to resign. GP agrees to cause the Board Nominees to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 2(h1(h). (i) On and as of the date on which the Investor GP owns less than the Minimum Third Ownership Amount for any reason other than solely dilution resulting from the issuance of additional Common Stock by the Company where the Investor has not sold more than 35% of the shares of Common Stock held by the Investor following the date of this Agreement (or, if earlier terminated pursuant to Section 2(g), on and as of such termination date)Threshold, all of the nomination rights of the Investor GP set forth in this Section 2 1 shall terminate in full and be of no further force or effect, regardless of any increase in the amount of Common Stock that the Investor GP owns after such date.

Board Representatives. (a) During the period beginning on the date of this Agreement and ending on the later of date on which GP no longer owns (i) prior to the end completion of the Maintenance Period Reorganization Transaction, Class A Interests of BIHL that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least thirty-five percent (35%) of the issued and outstanding shares of Company Common Stock or (ii) following the expiration completion of the current terms Reorganization Transaction, shares of the MGA Agreements and the Reinsurance Agreement Company Common Stock equal to at least thirty-five percent (as set forth therein, including as a result 35%) of the termination issued and outstanding shares of such agreements) Company Common Stock (the later each of (i) and (ii), the “Representation Expiration DateInitial Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board board structure), the Investor GP shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director and director, (B) one (1) individual to serve as a Class II director and (C) one (1) individual to serve as a Class III director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ shall be a Board Nominee for purposes of this Agreement, including Section 2(h1(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If the Investor GP is no longer entitled to two (2) Board Nominees in accordance with the foregoing Section 2(a1(a) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of ▇▇▇▇ that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), then so long as the Investor continues to own the Minimum “Second Ownership AmountThreshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the Investor right to recommend to the Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director of the Company as Board Nominees; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If GP is no longer entitled to Board Nominees in accordance with the foregoing Section 1(b) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of ▇▇▇▇ that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Third Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the right to recommend to the Company one (1) individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (cd) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, the Investor GP will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which the Investor GP is entitled to Board Nominees pursuant to the foregoing Section 2(a1(a), Section 1(b) or 2(bSection 1(c), then as soon as practicable after the annual meeting, the applicable Board Nominee or Board Nominees (or such other person acceptable to the Investor and the Board) shall be appointed as a director by the Board promptly following such annual meeting to the same class as the applicable Board Nominee or Board Nominees were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 2(h1(h)) or removal of a Board Nominee, then the Investor GP shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Board. For the avoidance of doubt, each reference in this Section 2(d1(d) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which the Investor GP is entitled to Board Nominees pursuant to this Agreement. (de) For so long as the Investor GP has the right to nominate any nominee(s) for election as a Class I or Class II director pursuant to this Section 2 1 (subject to the provisos in Section 2(a1(a), Section 1(b) and 2(bSection 1(c) above), the Company shall nominate such nominee(s) for election as a director as part of the applicable slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest level of support for the election of such nominee(s), as the case may be, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (ef) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (fg) Each Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (g) Notwithstanding anything to the contrary herein, the Investor’s right to recommend the Board Nominee(s) pursuant to Section 2(a) and 2(b) and all related rights of the Investor and obligations of the Company set forth in this Section 2 shall terminate immediately upon the termination of the Reinsurance Agreement and the MGA Agreements (notwithstanding any continuing provisions in Section 4.05 of the Reinsurance Agreement or Section 14.9 of the MGA Agreements) at any time prior to the five (5) year anniversary of the consummation of the Company IPO. (h) In the event (i) the Representation Expiration Date shall occur, (ii) the Investor GP fails to maintain the Minimum Initial Ownership Amount Threshold, the Second Ownership Threshold or (iii) this Agreement terminates pursuant to Section 2(g)the Third Ownership Threshold, then each the Board Nominee shall promptly offer to resign from the or Board andNominees, if requested by the Companyas applicable, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation; provided, however, if two Board Nominees are on the Board and the Investor continues to have the right to one Board Nominee pursuant to Section 2(b), then only the current Class II Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. The Investor For the avoidance of doubt, (i) in the event GP owns less than the Initial Ownership Threshold but more than or equal to the Second Ownership Threshold, only the current Class III Board Nominee shall be required to resign and (ii) in the event GP owns less than the Second Ownership Threshold but more than or equal to the Third Ownership Threshold, only the current Class II Board Nominee shall be required to resign. GP agrees to cause the Board Nominees to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 2(h1(h). (i) On and as of the date on which the Investor GP owns less than the Minimum Third Ownership Amount for any reason other than solely dilution resulting from the issuance of additional Common Stock by the Company where the Investor has not sold more than 35% of the shares of Common Stock held by the Investor following the date of this Agreement (or, if earlier terminated pursuant to Section 2(g), on and as of such termination date)Threshold, all of the nomination rights of the Investor GP set forth in this Section 2 1 shall terminate in full and be of no further force or effect, regardless of any increase in the amount of Common Stock that the Investor GP owns after such date.

Board Representatives. (a) During the period beginning on the date of this Agreement and ending on the later of (i) the end of the Maintenance Period and (ii) the expiration of the current terms of the MGA Agreements and the Reinsurance Agreement (as set forth thereinNomination Period, including as a result of the termination of such agreements) (the later of (i) and (ii), the “Representation Expiration Date”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor UTG shall have the right to recommend to the Company (A) nominate one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director (any such individualsindividual, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the Board (and/or applicable committee of the Board or the with authority over nominations of individuals to serve as directors of the Company) and that any such director nominee shall have completed a director and officer questionnaire reasonably requested by the Company. Each Subject to review of such questionnaire, ▇▇▇▇ ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇) ▇▇▇▇ shall be a the initial Board Nominee for purposes of this Agreement, including Section 2(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If the Investor is no longer entitled to two (2) Board Nominees in accordance with the foregoing Section 2(a), then so long as the Investor continues to own the Minimum Ownership Amount, at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company one individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, the Investor UTG will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which the Investor UTG is entitled to a Board Nominees Nominee pursuant to the foregoing Section 2(a1(a) or 2(b)UTG’s nomination of a Board Nominee is made prior to the first annual meeting held after the date of this Agreement and such request is not made in connection with such annual meeting, then as soon as practicable after the annual meeting, the applicable Board Nominee (or such other person acceptable to the Investor and the Board) shall be appointed as a director by the Board promptly following such annual meeting to the same class or such request, as the applicable Board Nominee were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 2(h)) or removal of a Board Nominee, then the Investor shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Boardcase may be. For the avoidance of doubt, each reference in this Section 2(d1(b) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which the Investor UTG is entitled to a Board Nominees Nominee pursuant to this Agreement.. ​ ​ ​ (dc) For so long as the Investor UTG has the right to nominate any nominee(s) a nominee for election as a Class I or Class II director pursuant to this Section 2 (subject to the provisos in Section 2(a) and 2(b) above)1, the Company shall nominate such nominee(s) Board Nominee for election as a director as part of the applicable slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest same level of support for the election of such nominee(s), as the case may benominee, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (ed) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (f) Each The Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (ge) Notwithstanding anything to Upon the contrary hereinexpiration of the Nomination Period, the Investor’s right to recommend the Board Nominee(s) pursuant to Section 2(a) and 2(b) and all related rights of the Investor and obligations of the Company set forth in this Section 2 shall terminate immediately upon the termination of the Reinsurance Agreement and the MGA Agreements (notwithstanding any continuing provisions in Section 4.05 of the Reinsurance Agreement or Section 14.9 of the MGA Agreements) at any time prior to the five (5) year anniversary of the consummation of the Company IPO. (h) In the event (i) the Representation Expiration Date shall occur, (ii) the Investor fails to maintain the Minimum Ownership Amount or (iii) this Agreement terminates pursuant to Section 2(g), then each Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation; provided, however, if two Board Nominees are on the Board and the Investor continues to have the right to one Board Nominee pursuant to Section 2(b), then only the current Class II Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. The Investor ▇▇▇ agrees to cause the Board Nominees Nominee to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 2(h1(e). (i) On and as of the date on which the Investor owns less than the Minimum Ownership Amount for any reason other than solely dilution resulting from the issuance of additional Common Stock by the Company where the Investor has not sold more than 35% of the shares of Common Stock held by the Investor following the date of this Agreement (or, if earlier terminated pursuant to Section 2(g), on and as of such termination date), all of the nomination rights of the Investor set forth in this Section 2 shall terminate in full and be of no further force or effect, regardless of any increase in the amount of Common Stock that the Investor owns after such date.