Form 8-K

8-K — SAFETY INSURANCE GROUP INC

Accession: 0001104659-26-086488

Filed: 2026-07-24

Period: 2026-07-23

CIK: 0001172052

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2621207d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2621207d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2621207d1_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2621207d1_8k.htm · Sequence: 1

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2026-07-23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 23, 2026

SAFETY INSURANCE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-50070

13-4181699

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

20 Custom House Street, Boston, Massachusetts

02110

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 951-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation

of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

SAFT

The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ¨

Item 1.01.

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

July 23, 2026, Safety Insurance Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement

and Plan of Merger (the “Merger Agreement”) with MAPFRE U.S.A. Corp., a Massachusetts corporation (“Parent”),

and Splash Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Subsidiary”),

pursuant to which Merger Subsidiary will merge with and into the Company (the “Merger”), with the Company surviving

the Merger as a wholly-owned direct subsidiary of Parent (the “Surviving Corporation”). Capitalized terms used

in this Current Report on Form 8-K but not otherwise defined herein have the meanings set forth in the Merger Agreement.

The

board of directors of the Company (the “Board”) has unanimously (i) determined that the Merger Agreement and

the Transactions are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable

the Merger Agreement and the Transactions, (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement

and approve the Transactions, and (iv) directed that the Merger Agreement be submitted to the Company’s stockholders for their adoption.

Effect on Capital

Stock

the effective time of the Merger (the “Effective Time”), each share of Common Stock, par value $0.01 per share,

of the Company (“Company Common Stock”) outstanding as of immediately prior to the Effective Time (other than

dissenting shares or any shares of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary or

any other Subsidiary of Parent or any Company Subsidiary) will be cancelled and cease to exist and converted into the right to receive

$105.00 in cash, without interest (the “Merger Consideration”).

Treatment of Company

Equity Awards

of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part

of any holder of Company RSAs, all Company RSAs which are outstanding as of immediately prior to the Effective Time will, to the extent

not vested, become fully vested and will be cancelled at the Effective Time, with the former holder of such cancelled Company RSA becoming

entitled to receive, in consideration of the cancellation of such Company RSA, an amount in cash, without interest and subject to deduction

for any required withholding, equal to the product of (a) the Merger Consideration multiplied by (b) the number of shares of Company

Common Stock subject to such Company RSA (the “Company RSA Merger Consideration”). Parent will cause the Surviving

Corporation to pay the Company RSA Merger Consideration, without interest and subject to deduction for any required withholding, on the

Closing Date. In addition, on the Closing Date, the Company will pay each holder of Company RSAs an amount equal to all accrued and unpaid

cash dividends that would have been paid on the number of shares of Company Common Stock subject to such Company RSAs as if they had been

issued and outstanding from the date of grant up to, and including, the Effective Time, less required withholdings.

Neither

the Surviving Corporation nor Parent will assume any Company PSA or substitute for any Company PSA any similar award for Surviving Corporation

or Parent stock in connection with the Merger or the other transactions contemplated by the Merger Agreement. As of immediately prior

to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder of

Company PSAs, each Company PSA will, to the extent not vested, become fully vested, provided that any performance conditions applicable

to such award will be deemed to have been satisfied at the level of performance as set forth in the Company Disclosure Schedules, and

will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the Merger

Consideration multiplied by (B) the applicable number of shares of Company Common Stock subject to such Company PSA (the “Company

PSA Merger Consideration”). Parent will cause the Surviving Corporation to pay the Company PSA Merger Consideration, without

interest and subject to deduction for any required withholding, on the Closing Date. In addition, on the Closing Date, the Company will

pay each holder of Company PSAs an amount equal to all accrued and unpaid cash dividends that would have been paid on the number of so-determined

earned shares of Company Common Stock subject to such Company PSAs as if they had been issued and outstanding from the date of grant up

to, and including, the Effective Time, less required withholdings.

Representations, Warranties

and Covenants

The

Merger Agreement includes customary representations, warranties and covenants, including, among others, a covenant by the Company to,

and cause the Company Subsidiaries to, (a) conduct its and their respective businesses in the ordinary course in all material respects

during the interim period between the execution of the Merger Agreement and the consummation of the Merger and (b) use commercially reasonable

efforts to preserve intact in all material respects its and their respective current business organizations, keep available the services

of its and their respective key employees and maintain in all material respects its and their respective relations and goodwill with the

persons having material business relationships with the Company or the Company Subsidiaries. The Company has also agreed not to engage

in certain specified actions during the interim period unless (a) expressly required or permitted by the Merger Agreement, (b) required

by applicable law, (c) disclosed in the disclosure schedules delivered by the Company to Parent concurrently with execution of the Merger

Agreement or (d) consented to in writing in advance by Parent (such consent not to be unreasonably withheld, conditioned or delayed).

Parent

and the Company have also agreed to cooperate with each other and use reasonable best efforts to take or cause to be taken all actions

necessary, proper or advisable (subject to certain exceptions) to consummate the Merger, including cooperating to obtain the regulatory

approvals necessary to complete the Merger.

No Shop

The

Merger Agreement provides for customary “no-shop” restrictions under which the Company and its representatives are generally

prohibited from, subject to customary exceptions and compliance with certain procedures specified in the Merger Agreement, (a) soliciting

proposals relating to alternative acquisition transactions, (b) participating in any discussions or negotiations with third parties

regarding alternative acquisition transactions, (c) providing any person with information with the intent to encourage or facilitate

an alternative acquisition transaction or (d) approving or entering into any letter of intent or similar contract relating to an

alternative acquisition transaction. The Company has further agreed to cease and cause to be terminated any existing discussions or negotiations,

if any, with regard to alternative acquisition transactions.

Closing Conditions

The

obligation of the parties to consummate the Merger is subject to customary closing conditions, including (a) approval by the holders of

a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote on the Merger, (b) the expiration or

termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval of

the Merger by the Massachusetts Commissioner of Insurance and certain other Governmental Approvals, and (c) the absence of Legal Restraints.

The

obligation of Parent and Merger Subsidiary to consummate the Merger is subject to the satisfaction of additional customary closing conditions,

including (a) the Company having performed, or complied with, in all material respects, its agreements, covenants and other obligations

required to be performed or complied with by the Company under the Merger Agreement at or prior to the Closing, (b) the representations

and warranties of the Company being true and correct (subject in certain instances to materiality qualifiers), and (c) there being no

Company Material Adverse Effect since the date of the Company’s then-most recent periodic report.

The

obligation of the Company to consummate the Merger is subject to the satisfaction of additional customary closing conditions, including

(a) Parent and Merger Subsidiary having performed, or complied with, in all material respects all of their respective agreements, covenants

and obligations required to be performed or complied with by each of them under the Merger Agreement at or prior to the Closing, and (b)

the representations and warranties of Parent and Merger Subsidiary being true and correct (subject in certain instances to materiality

qualifiers).

The

consummation of the Merger will take place at a closing to be held remotely via electronic transmission of related documentation or similar

means on the fifth Business Day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those

conditions that by their nature are to be satisfied at the Closing), or at such other location, date and time as Parent and the Company

may mutually agree in writing.

Termination

The

Merger Agreement contains customary termination rights, including (a) by mutual written agreement of Parent and the Company, (b) by either

Parent or the Company if the Merger is not consummated by July 23, 2027, subject to an automatic extension to January 23, 2028, under

certain circumstances relating to the receipt of required regulatory approvals (the “Termination Date”), (c)

by either Parent or the Company if the Company fails to obtain the requisite approval of its stockholders, (d) by either Parent or the

Company if any Legal Restraint permanently restraining, enjoining or otherwise prohibiting consummation of the Merger becomes final and

nonappealable, (e) by either the Company or Parent if the other party breaches or fails to perform any of its representations, warranties,

covenants or agreements contained in the Merger Agreement in a manner that would cause the related closing conditions not to be satisfied,

subject in certain cases to the right of the breaching party to cure the breach, (f) by the Company, to enter into an Alternative Acquisition

Agreement with respect to a Superior Proposal, subject to compliance with the terms of the Merger Agreement, and (g) by Parent, if the

Board effects and does not withdraw a Change of Recommendation. The termination rights are also subject to certain customary exceptions

as specified in the Merger Agreement.

Upon

termination of the Merger Agreement, the Company, under specified circumstances, including certain terminations following the public announcement

of a Competing Acquisition Transaction, termination by the Company to accept a Superior Proposal and termination by Parent if the Board

effects a Change of Recommendation, will be required to pay to Parent a termination fee of $46,243,518. Additionally, Parent, under specified

circumstances, including termination due to the failure to obtain certain regulatory approvals or any Legal Restraint (solely to the extent

such Governmental Approval or Legal Restraint relates to any Regulatory Law) permanently enjoining consummation of the Merger or failure

to receive certain required regulatory approvals by the Termination Date (in each case, if all other conditions to closing have been satisfied

or waived, other than conditions that by their nature are to be satisfied at the Closing), will be required to pay the Company a termination

fee of $111,755,169.

Financing Commitment

Parent

has secured committed equity financing for the Merger, consisting of equity to be provided by its parent company, MAPFRE, S.A., on the

terms and subject to the conditions set forth in the equity commitment letter provided by MAPFRE, S.A., the aggregate proceeds of which

will be sufficient for Parent to pay the aggregate Merger Consideration, the Company RSA Merger Consideration, the Company PSA Merger

Consideration, as well as certain other fees and expenses, assuming the satisfaction of all conditions to Parent and Merger Sub’s

obligations to effect the Merger and all conditions to each party’s obligations to effect the Merger. In addition, MAPFRE, S.A.

has agreed to fund, directly or indirectly, Parent’s payment of the Parent Termination Fee and any other monetary amounts payable

by Parent or Merger Subsidiary under the Merger Agreement, subject to the limits set forth in the equity commitment letter. The Company

is a direct party to the equity commitment including the right, in certain circumstances, to require MAPFRE, S.A. to fund its commitment

to Parent. The receipt of financing by Parent is not a condition precedent to the completion of the Merger.

Description of Merger

Agreement Not Complete

The

foregoing description of the Merger Agreement and the Voting Agreements does not purport to be complete and is subject to, and qualified

in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form

8-K and incorporated herein by reference.

The Merger Agreement and

the above description have been included to provide investors and security holders with information regarding the terms of the Merger

Agreement. They are not intended to provide any other factual information about the Company, Parent or Merger Subsidiary. The representations,

warranties, covenants and other agreements contained in the Merger Agreement were made only for purposes of that agreement and as of

specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by

the parties, including being qualified and modified by confidential disclosures made by each contracting party to the other for the purposes

of allocating contractual risk between them. Investors should be aware that the representations, warranties, covenants and other agreements

or any description thereof may not reflect the actual state of facts or condition of the Company, Parent or Merger Subsidiary. Moreover,

information concerning the subject matter of the representations, warranties, covenants and other agreements may change after the date

of the Merger Agreement. Further, investors should read the Merger Agreement not in isolation, but only in conjunction with the other

information that the Company includes in reports, statements and other filings it makes with the Securities and Exchange Commission (the

“SEC”).

Voting Agreements

Concurrently

with the execution of the Merger Agreement, and as a condition and inducement to Parent’s and Merger Subsidiary’s willingness

to enter into the Merger Agreement, each of the directors and executive officers of the Company that beneficially owns shares of Company

Common Stock entered into a Voting and Support Agreement (collectively, the “Voting Agreements”) with Parent

and the Company, pursuant to which such directors and executive officers have agreed, among other things, and subject to the terms thereof,

to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement.

The

Voting Agreements will terminate upon the earliest of (i) such date and time as the Merger Agreement is validly terminated, (ii) the effective

time of the Merger, (iii) any amendment of the Merger Agreement that (x) amends the Merger Agreement in a manner adverse in any material

respect to the stockholders of the Company, (y) imposes any restriction imposes any restriction on the supporting stockholder’s

right to receive the Merger Consideration, the Company RSA Merger Consideration, or the Company PSA Merger Consideration, or (z) effects

any reduction in the amount of, or change in the form of, the Merger Consideration, the Company RSA Merger Consideration, or the Company

PSA Merger Consideration or that otherwise adversely affects such consideration, (iv) the written agreement of the parties thereto and

(v) a Change of Recommendation.

The

foregoing description of the Voting Agreements and the transactions contemplated thereby is not complete and is qualified in its entirety

by reference to the form of Voting Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated

herein by reference.

Additional Information and Where to Find It

In connection with the

proposed transaction, the Company plans to file a proxy statement with the SEC with respect to a special meeting of stockholders for purposes

of obtaining stockholder approval of the proposed transaction. This Current Report on Form 8-K is not a substitute for the proxy statement

or any other document that the Company may file with the SEC. The definitive proxy statement (when available) will be sent or given to

the stockholders of the Company and will contain important information about the proposed transaction and related matters. STOCKHOLDERS

OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY

REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN

THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when available) and

other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the proxy statement (when available) and the

filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor

Relations at investorrelations@safetyinsurance.com or (877) 951-2522.

Participants in the Solicitation

The Company, Parent and their respective directors

and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction.

Information regarding the Company’s directors and executive officers is available in (a) the Company’s Annual Report on Form

10-K for the fiscal year ended December 31, 2025, including under the headings “Item 10. Directors, Executive Officers and Corporate

Governance,” “Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters” and “Item 13. Certain Relationships, Related Transactions, and Director Independence,”

which was filed with the SEC on February 27, 2026, and can be found at www.sec.gov; (b) the Company’s definitive proxy statement

for its 2026 annual meeting of stockholders, which was filed with the SEC on March 31, 2026, under the headings “Proposal 1: Election

of the Company’s Directors,” “Executive Officers,” “Executive Compensation,” “Director Compensation”

and “Security Ownership of Certain Beneficial Owners, Directors and Management,” and can be found at www.sec.gov; and (c)

subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of the Company’s securities

by its directors or executive officers have changed since the amounts set forth in the Company’s proxy statement for its 2026 annual

meeting of stockholders, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which can be found at www.sec.gov).

Copies of the documents filed with the SEC by the Company will be available free of charge through the website maintained by the SEC and

at the Company’s website at https://www.safetyinsurance.com/about/financial.html.

No Offer or Solicitation

This Current Report on Form 8-K is for informational

purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any

vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except

by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance

with applicable law.

Cautionary Statement

Regarding Forward-Looking Statements

This Current Report on

Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Rule 175 promulgated thereunder, Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

Such statements include statements concerning anticipated future events and expectations that are not historical facts. Any statements

about the Company’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking

statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,”

“intend,” “target,” “estimate,” “continue,” “positions,” “plan,”

“predict,” “project,” “forecast,” “guidance,” “goal,” “objective,”

“prospects,” “possible” or “potential,” by future conditional verbs such as “assume,”

“will,” “would,” “should,” “could” or “may,” or by variations of such words

or by similar expressions or the negative thereof. Such forward-looking statements include but are not limited to statements about the

benefits of the proposed transaction, including future financial and operating results, the Company’s plans, objectives, expectations

and intentions, the expected timing of completion of the proposed transaction and other statements that are not historical facts. Actual

results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without

limitation: (a) risks related to the consummation of the proposed transaction, including the risks that (i) the proposed transaction may

not be consummated within the anticipated time period, or at all, (ii) the parties may fail to obtain the Company stockholder approval

of the Merger Agreement, (iii) the parties may fail to secure the termination or expiration of any waiting period applicable under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or obtain other required governmental and regulatory approvals, including,

without limitation, from the Massachusetts Commissioner of Insurance, and (iv) other conditions to the consummation of the proposed transaction

under the Merger Agreement may not be satisfied; (b) the effects that any termination of the Merger Agreement may have on the Company’s

business, including the risk that the Company’s stock price may decline significantly if the proposed transaction is not completed;

(c) the effects that the announcement or pendency of the proposed transaction may have on the Company’s businesses, including the

risks that as a result (i) the Company’s business, operating results or stock price may suffer, (ii) the Company’s current

plans and operations may be disrupted, (iii) the Company’s ability to retain or recruit key employees may be adversely affected,

(iv) the Company’s business relationships (including customers, policyholders, agents, service providers, and business partners)

may be adversely affected, or (v) the Company’s management’s or employees’ attention may be diverted from other important

matters; (d) the effect of limitations that the Merger Agreement places on the Company’s ability to operate its business, return

capital to stockholders or engage in alternative transactions; (e) the nature, cost and outcome of pending and future litigation and other

legal proceedings, including any such proceedings related to the proposed transaction and instituted against the Company and others; (f)

the risk that the proposed transaction and related transactions may involve unexpected costs, liabilities or delays or that the potential

benefits of the proposed transaction may not be realized or will not be realized within the expected time period and that the Company

and Parent will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected;

(g) other economic, business, competitive, legal, regulatory, and/or tax factors; and (h) other factors described in the reports of the

Company filed with the SEC, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for its

fiscal year ended December 31, 2025, which was filed with the SEC on February 27, 2026, and the Company’s Quarterly Reports on Form

10-Q, and that are otherwise described or updated from time to time in the Company’s other filings with the SEC. All forward-looking

statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by

this cautionary statement. Further, the Company disclaims any obligation to update the information in this Current Report on Form 8-K

or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments,

except as otherwise required by law. Stockholders are cautioned not to place undue reliance on these forward-looking statements that speak

only as of the date hereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1*

Agreement and Plan of Merger, dated as of July 23, 2026, by and among Safety Insurance Group, Inc., MAPFRE U.S.A. Corp., and Splash Merger Sub, Inc.

10.1

Form of Voting and Support Agreement by and among MAPFRE U.S.A. Corp., Safety Insurance Group, Inc., and certain stockholders of Safety Insurance Group, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to supplementally furnish an unredacted copy of this exhibit, including any schedule hereto, to the SEC upon its request; however, the registrant may request confidential treatment of pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Safety Insurance Group, Inc.

Date: July 24, 2026

By:

/s/ CHRISTOPHER T. WHITFORD

Name:

Christopher T. Whitford

Title:

V.P., Chief Financial Officer and Secretary

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2621207d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

AND AMONG:

MAPFRE U.S.A. CORP.

SPLASH MERGER SUB, INC.

and

SAFETY INSURANCE GROUP,

INC.

DATED AS OF

JULY

23, 2026

Article I

The Merger

Section 1.1

The Merger

Section 1.2

Conversion of Shares of Common Stock

Section 1.3

Surrender and Payment

Section 1.4

Dissenting Shares

Section 1.5

Company Equity Awards

Section 1.6

Withholding Rights

Section 1.7

Adjustments to Merger Consideration

Article II

The Surviving

Corporation

Section 2.1

Certificate of Incorporation

Section 2.2

Bylaws

Section 2.3

Directors and Officers

Article III

Representations

and Warranties of the Company

Section 3.1

Organization

Section 3.2

Capitalization

Section 3.3

Authorization; No Conflict

Section 3.4

Subsidiaries

Section 3.5

SEC Reports and Financial Statements

Section 3.6

Absence of Material Adverse Changes, etc.

Section 3.7

Litigation

Section 3.8

Broker’s or Finder’s Fees

Section 3.9

Employee Plans

Section 3.10

Opinion of Financial Advisor

Section 3.11

Taxes

Section 3.12

Compliance with Laws

Section 3.13

Intellectual Property and Privacy and Data Protection

Section 3.14

Employment Matters

Section 3.15

Insurance

Section 3.16

Material Contracts

Section 3.17

Properties

Section 3.18

Insurance Regulatory Matters

Section 3.19

Insurance Matters

Section 3.20

Insurance Producers

Section 3.21

Environmental Laws

Section 3.22

Disclosure Documents

Section 3.23

Inapplicability of Anti-takeover Statutes

Article IV

Representations

and Warranties of Parent and Merger Subsidiary

Section 4.1

Organization

Section 4.2

Authorization; No Conflict

Section 4.3

Litigation

Section 4.4

Ownership of Company Common Stock

Section 4.5

Broker’s or Finder’s Fees

Section 4.6

Activities of Merger Subsidiary

Section 4.7

Disclosure Documents

Section 4.8

Solvency

Section 4.9

Sufficiency of Funds

Section 4.10

Equity Commitment

Article V

Covenants

Section 5.1

Access and Investigation

Section 5.2

Operation of the Company’s Business

Section 5.3

Acquisition Proposals

Section 5.4

Proxy Filing

Section 5.5

Stockholders Meeting

Section 5.6

Filings; Other Actions; Notification

Section 5.7

Stock Exchange De-listing

Section 5.8

Public Announcements

Section 5.9

Directors and Officers Exculpation, Indemnification and Insurance

Section 5.10

Transaction Litigation

Section 5.11

Rule 16b-3

Section 5.12

Employee Matters

Section 5.13

Confidentiality

Section 5.14

Obligations of Merger Subsidiary

Section 5.15

Parent Vote

Section 5.16

Equity Commitment Letter

Section 5.17

Takeover Statutes

Article VI

Conditions to

Merger

Section 6.1

Conditions to Each Party’s Obligation to

Effect the Merger

Section 6.2

Additional Parent and Merger Subsidiary Conditions

Section 6.3

Additional Company Conditions

Article VII

Termination

Section 7.1

Termination

Section 7.2

Notice of Termination

Section 7.3

Effect of Termination

Section 7.4

Termination Fees

Article VIII

Miscellaneous

Provisions

Section 8.1

Amendment or Supplement

Section 8.2

Extension of Time, Waiver, etc

Section 8.3

No Survival

Section 8.4

Entire Agreement; No Third-Party Beneficiary

Section 8.5

Applicable Law; Jurisdiction

Section 8.6

Non-Reliance

Section 8.7

Assignment

Section 8.8

Severability

Section 8.9

Notices

Section 8.10

Fees and Expenses

Section 8.11

Construction

Section 8.12

Counterparts; Signatures

Exhibit A

Definitions

AGREEMENT AND PLAN OF MERGER

This Agreement

and Plan of Merger (“Agreement”) is made and entered into as of July 23, 2026 (the “Agreement

Date”), by and among MAPFRE U.S.A. CORP., a Massachusetts corporation (“Parent”), Splash Merger

Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Subsidiary”), and Safety

Insurance Group, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement

are defined in Exhibit A.

RECITALS

WHEREAS,

the parties hereto intend that, on the terms and subject to the conditions set forth herein, Merger Subsidiary shall merge with and into

the Company, with the Company being the surviving corporation (the “Merger”);

WHEREAS,

the board of directors of the Company (the “Company Board”) has unanimously (i) determined that this

Agreement and the Transactions are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved and

declared advisable this Agreement and the Transactions, (iii) resolved to recommend that the Company’s stockholders adopt this

Agreement and approve the Transactions and (iv) directed that this Agreement be submitted to the Company’s stockholders for their

adoption;

WHEREAS,

as a condition and inducement to Parent and Merger Subsidiary to enter into this Agreement, each of the directors and executive officers

of the Company that beneficially owns shares of Company Common Stock has executed and delivered to Parent a voting agreement in a form

mutually agreeable to Parent and the Company (collectively, the “Voting Agreements”).

WHEREAS, the board of directors

of Parent has unanimously approved and declared advisable this Agreement and the Transactions;

WHEREAS, the board of directors

of Merger Subsidiary has unanimously (i) determined that this Agreement and the Transactions are advisable, fair to and in the best interests

of Merger Subsidiary and the sole stockholder of Merger Subsidiary, (ii) approved and declared advisable this Agreement and the Transactions,

(iii) resolved to recommend that the sole stockholder of Merger Subsidiary adopt this Agreement and approve the Transactions and (iv)

directed that this Agreement be submitted to the sole stockholder of Merger Subsidiary for its adoption;

WHEREAS, concurrently with

the execution and delivery of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this

Agreement, MAPFRE S.A. has delivered to Parent the Equity Commitment Letter, dated as of the Agreement Date (the “Equity

Commitment Letter”);

WHEREAS, Parent shall, immediately

following execution and delivery of this Agreement, adopt this Agreement and approve the Transactions in its capacity as sole stockholder

of Merger Subsidiary; and

WHEREAS,

the Company, Parent and Merger Subsidiary desire to make certain representations, warranties, covenants and agreements in connection

with this Agreement and to set forth certain conditions to the Merger.

AGREEMENT

NOW,

THEREFORE, in consideration of the mutual covenants and promises contained in this

Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to

be legally bound by this Agreement, the parties to this Agreement agree as follows:

Article

The Merger

Section

1.1             The Merger.

(a)

Upon the terms and subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth

in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction

or waiver (to the extent permitted by applicable Law) of such conditions at the Closing), as of and at the Effective Time, Merger Subsidiary

shall be merged with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”)

whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the “Surviving

Corporation”) as a wholly-owned direct Subsidiary of Parent.

(b)

The consummation of the Merger shall take place at a closing (the “Closing”) to be held remotely via

electronic transmission of related documentation or similar means, on the fifth (5th) Business Day after the satisfaction or waiver (to

the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature

are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of such conditions

at the Closing), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing. The date upon

which the Closing actually occurs pursuant hereto is referred to herein as the “Closing Date.”

(c)

At the Closing, the Company shall file a certificate of merger in requisite and customary form and substance with the Secretary

of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger

shall become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or

at such later time as may be mutually agreed to by the parties and as specified in the certificate of merger). The time as of which the

Merger becomes effective is referred to herein as the “Effective Time.”

(d)

From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and

be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided

under the DGCL.

Section

1.2             Conversion of Shares of Common Stock.

At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or

any holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Subsidiary:

(a)

Except as otherwise provided in Section 1.2(b), Section 1.4, Section 1.5(a) or Section 1.5(b), each

share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be

converted into the right to receive $105.00 in cash, without interest (such amount, as may be adjusted in accordance with Section

1.7, the “Merger Consideration”), subject to any applicable withholding, and each holder of (i) a certificate

formerly representing any such shares of Company Common Stock (each, a “Certificate”) or (ii) any book-entry

shares which immediately prior to the Effective Time represented shares of Company Common Stock (each, a “Book-Entry Share”)

shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with this Article

(b)

Each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary or any other Subsidiary

of Parent or any Company Subsidiary (other than, in each case, shares of Company Common Stock that are held in a fiduciary or agent capacity

and are beneficially owned by third parties) immediately prior to the Effective Time shall be cancelled and cease to exist, and no payment

shall be made with respect thereto; and

(c)

Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and

become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges

as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Section

1.3             Surrender and Payment.

(a)

Prior to the Effective Time, Parent shall appoint a nationally recognized exchange agent reasonably acceptable to the Company

(the “Exchange Agent”) for the purpose of paying the Merger Consideration as provided in this Article I.

Contemporaneously with or prior to the Effective Time, Parent shall deposit with (or shall cause to be deposited with) the Exchange Agent

cash sufficient to pay the full Merger Consideration as provided in this Article I in respect of shares of Company Common Stock

(the “Exchange Fund”). If, for any reason (including losses) the Exchange Fund is inadequate to pay the Merger

Consideration as provided in this Article I in respect of the shares of Company Common Stock, Parent shall take all steps necessary

to enable or cause the Surviving Corporation promptly to deposit with the Exchange Agent additional cash sufficient to pay all such amounts,

and Parent and the Surviving Corporation shall in any event be liable for the timely payment thereof. All cash deposited with the Exchange

Agent shall only be used for the purposes provided in this Agreement. Any income from investment of the Exchange Fund will be payable

to the Surviving Corporation. Promptly after the Effective Time (but in no event later than two (2) Business Days after the Effective

Time), Parent shall cause the Exchange Agent to send to each holder of shares of Company Common Stock as of immediately prior to the

Effective Time (other than the Company, Parent, Merger Subsidiary or any Company Subsidiary or Parent) a letter of transmittal, in form

and substance reasonably approved by the Company prior to the Effective Time, and instructions for use in such exchange (which shall

specify that the delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates or transfer

of the Book-Entry Shares to the Exchange Agent).

(b)

Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall

be entitled to receive the Merger Consideration in respect of such holder’s shares of Company Common Stock represented by a Certificate

or Book-Entry Share upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter

of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s

message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the

case of Book-Entry Shares. Until the Merger Consideration in respect of a given Certificate or Book-Entry Share has been paid, such Certificate

or Book-Entry Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No

interest will be paid or accrue on any Merger Consideration payable upon the surrender or transfer of any Certificate or Book-Entry Share.

(c)

If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a transferred share of

Company Common Stock is registered, it shall be a condition to such payment that (i) such share of Company Common Stock must be properly

endorsed or otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay in advance to the Exchange

Agent any transfer or other Taxes required to be paid as a result of such payment to a Person other than the registered holder of such

share of Company Common Stock or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(d)

At or after the Effective Time, the transfer books of the Company shall be closed and thereafter there shall be no further registration

of transfers of shares of Company Common Stock. If, after the Effective Time, shares of Company Common Stock are presented to the Surviving

Corporation or the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance

with the procedures set forth, in this Article I.

(e)

Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.3(a) that remains unclaimed

by the holders of Certificates or Book-Entry Shares one year after the Effective Time shall be returned to Parent, upon demand, and any

such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 1.3

prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, in respect of such shares without any

interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation or the Exchange Agent shall be liable to any

holder of Certificates or Book-Entry Shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat

or similar Laws. Any amounts remaining unclaimed by holders of Certificates or Book-Entry Shares immediately prior to such time when

such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable

Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

(f)

The agreement with the Exchange Agent shall provide that the Exchange Agent shall invest any cash included in the Exchange Fund

as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment (including any losses

thereon) shall relieve Parent, the Surviving Corporation or the Exchange Agent from making the payments required by this Article I,

and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any interest

or income produced by such investments will be payable to the Surviving Corporation or Parent, as directed by Parent. To the extent that

(A) there are any losses with respect to any investments of the Exchange Fund; (B) the Exchange Fund diminishes for any reason below

the level required for the Exchange Agent to promptly pay the cash amounts contemplated by this Article I; or (C) all or any portion

of the Exchange Fund is unavailable for Parent (or the Exchange Agent on behalf of Parent) to promptly pay the cash amounts contemplated

by this Article I for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount

of cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times fully available for distribution and maintained at

a level sufficient for the Exchange Agent to make the payments contemplated by this Article I.

(g)

Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned

to Parent, upon demand.

(h)

If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming

such Certificate to be lost, stolen or destroyed (including a customary indemnity in respect thereof), the Exchange Agent shall issue,

in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common

Stock formerly represented by such Certificate as contemplated under this Article I.

Section

1.4             Dissenting Shares.

Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately

prior to the Effective Time (other than shares of Company Common Stock cancelled in accordance with Section 1.2(b)) and held by

a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal

rights of such shares in accordance with the DGCL (such shares being referred to collectively as the “Dissenting Shares”

until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the DGCL with

respect to such shares) shall not be converted into the right to receive the Merger Consideration. At the Effective Time, all Dissenting

Shares shall no longer be outstanding and shall be cancelled and cease to exist, and each holder of Dissenting Shares shall cease to

have any rights with respect thereto except such rights as are granted by the DGCL to a holder of Dissenting Shares; provided,

however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s

right to appraisal pursuant to the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the

Effective Time into the right to receive the Merger Consideration in accordance with Section 1.2(a), without interest and subject

to any applicable withholding, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share,

as the case may be, in compliance with Section 1.3. The Company shall provide Parent prompt written notice of any demands received

by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument

delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity

and right to participate in and control all negotiations and proceedings with respect to such demands under the DGCL, in all cases consistent

with the obligations of the Company thereunder. Except with the prior written consent of Parent, the Company shall not make any payment

with respect to, or offer to settle or settle, any such demands. From and after the Effective Time, a holder of Dissenting Shares shall

not be entitled to exercise any of the voting rights or other rights of an equity owner of the Surviving Corporation or of a stockholder

of Parent.

Section

1.5             Company Equity Awards.

(a)

Company RSAs. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time,

and without any action on the part of any holder of Company RSAs, all Company RSAs which are outstanding as of immediately prior to the

Effective Time shall, to the extent not vested, become fully vested and shall be cancelled at the Effective Time, with the former holder

of such cancelled Company RSA becoming entitled to receive in consideration of the cancellation of such Company RSA, an amount in cash

(without interest and subject to deduction for any required withholding as contemplated in Section 1.6) equal to the product of

(x) the Merger Consideration multiplied by (y) the number of shares of Company Common Stock subject to such Company RSA (the “Company

RSA Merger Consideration”). Parent shall cause the Surviving Corporation to pay the Company RSA Merger Consideration, without

interest thereon and subject to deduction for any required withholding as contemplated in Section 1.6, on the Closing Date. In

addition, on the Closing Date, the Company shall pay each holder of Company RSAs an amount equal to all accrued and unpaid cash dividends

that would have been paid on the number of shares of Company Common Stock subject to such Company RSAs as if they had been issued and

outstanding from the date of grant up to, and including, the Effective Time (less required withholdings as provided in Section

1.6).

(b)

Company PSAs. Neither the Surviving Corporation nor Parent shall assume any Company PSA or substitute for any Company PSA

any similar award for Surviving Corporation or Parent stock, in connection with the Merger or the other Transactions. As of immediately

prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder

of Company PSAs, each Company PSA (i) shall, to the extent not vested, become fully vested; provided that to the extent that such award

is subject to performance conditions, any performance conditions shall be deemed to have been satisfied at the level of performance as

set forth in Section 1.5(b) of the Company Disclosure Schedules and (ii) shall be cancelled and converted into the right to receive

an amount in cash, without interest, equal to the product of (A) the Merger Consideration multiplied by (B) the applicable number

of shares of Company Common Stock subject to such Company PSA (the “Company PSA Merger Consideration”). Parent

shall cause the Surviving Corporation to pay the Company PSA Merger Consideration, without interest thereon and subject to deduction

for any required withholding as contemplated in Section 1.6, on the Closing Date. In addition, on the Closing Date, the Company

shall pay each holder of Company PSAs an amount equal to all accrued and unpaid cash dividends that would have been paid on the number

of so-determined earned shares of Company Common Stock subject to such Company PSAs as if they had been issued and outstanding

from the date of grant up to, and including, the Effective Time (less required withholdings as provided in Section 1.6).

(c)

The Company Board (or, if appropriate, any committee thereof administering the Company Stock Plan) and the Company, as applicable,

shall take such actions as are necessary to approve and effectuate the foregoing provisions of this Section 1.5, including making

any determinations and/or resolutions of the Company Board or a committee thereof or any administrator of a Company Stock Plan as may

be necessary; provided, however, that such actions shall not include the obligation to seek any consent, acknowledgment,

representation, covenant or release from any holder of any Company Equity Award.

Section

1.6           Withholding Rights.

Notwithstanding any provision contained herein to the contrary, each of the Company, Exchange Agent, Surviving Corporation, Parent and

their respective Affiliates and agents shall be entitled to deduct and withhold (or cause to be deducted and withheld) from amounts otherwise

payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of

such payment under any provision of Tax Law. If the Company, Exchange Agent, Surviving Corporation, Parent or any of their respective

Affiliates or agents, as the case may be, deducts or withholds amounts and remits such amounts to the proper Governmental Authority,

such amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would have otherwise

been paid.

Section

1.7            Adjustments to Merger Consideration.

The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend

(including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification,

combination, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock occurring on or

after the Agreement Date and prior to the Effective Time, and such adjustment to the Merger Consideration shall provide to the holders

of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action and shall, as so adjusted from

and after the date of such event, be the Merger Consideration; provided, however, that nothing in this Section

1.7 shall be construed to permit the Company to take any action with respect to the Company Common Stock that is prohibited by the

terms of this Agreement, including Section 5.2.

Article

The Surviving Corporation

Section

2.1             Certificate of Incorporation.

At the Effective Time, the certificate of incorporation of Merger Subsidiary as in effect immediately prior to the Effective Time shall

be the certificate of incorporation of the Surviving Corporation (except that all references to the name of Merger Subsidiary therein

shall be modified to refer to the name of the Company), until thereafter amended in accordance with the DGCL. For the avoidance

of doubt, such certificate of incorporation shall comply in all respects with the provisions of Section 5.9.

Section

2.2             Bylaws.

At the Effective Time, the bylaws of Merger Subsidiary as in effect immediately prior to the Effective Time shall be the bylaws of the

Surviving Corporation (except that all references to the name of Merger Subsidiary therein shall be modified to refer to the name of

the Company), until thereafter amended in accordance with the DGCL. For the avoidance of doubt, such bylaws shall comply in all

respects with the provisions of Section 5.9.

Section

2.3             Directors and Officers.

(a)

At the Effective Time, the directors of Merger Subsidiary immediately prior to the Effective Time shall be the directors of the

Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation

or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

(b)

At the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving

Corporation until their successors have been duly appointed and qualified or until their earlier death, resignation or removal in accordance

with the bylaws of the Surviving Corporation.

Article

III

Representations and Warranties of the Company

Except

as set forth in (i) the reports, schedules, forms, registration statements, definitive proxy statements and other documents (including

exhibits and all information incorporated by reference) publicly filed or furnished by the Company with the United States Securities

and Exchange Commission (the “SEC”) or publicly filed by the Company with the SEC in connection with this Agreement

or the Transactions (collectively, the “Company SEC Reports”), in each case, prior to the Agreement Date but

on or after January 1, 2024 (excluding, in each case, any disclosures contained (other than those disclosures which relate to specific

historical events or circumstances affecting the Company) under the captions “Risk Factors,” “Forward-Looking Statements,”

“Quantitative and Qualitative Disclosures About Market Risk” and any other disclosures contained therein to the extent they

are predictive, cautionary or forward-looking in nature), in each case, or (ii) the Company Disclosure Schedules delivered by the

Company to Parent in connection with the execution of this Agreement (the “Company Disclosure Schedules”),

the Company hereby represents and warrants to Parent and Merger Subsidiary as follows:

Section

3.1            Organization.

Each of the Company and the Subsidiaries of the Company (the “Company Subsidiaries”) is a corporation, limited

liability company, limited partnership or other legal entity duly organized, validly existing and, where applicable, in good standing

under the Laws of the jurisdiction of its organization, except where the failure to be so organized, existing or in good standing would

not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite

corporate or similar power and authority to enable it to own, operate and lease its properties and to carry on its business as now conducted,

except for such power or authority, the lack of which would not reasonably be expected to have a Company Material Adverse Effect. Complete

and correct copies of the certificate of incorporation and bylaws of the Company are incorporated by reference as exhibits to the Company

SEC Reports (the “Company Charter Documents”).

Section

3.2             Capitalization.

(a)

The authorized capital stock of the Company consists of (i) 30,000,000 shares of Company Common Stock and (ii) 5,000,000

shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”), of which 22,400 have been

designated as Series A 6.0% Cumulative Senior Preferred Stock, par value $0.001 per share. As of the close of business on July 17, 2026

(the “Capitalization Date”): (A) 14,680,482 shares of Company Common Stock were issued and outstanding,

including unvested Company RSAs and Company PSAs (assuming all applicable performance conditions with respect to such Company PSAs are

satisfied at target levels); (B) no shares of Company Preferred Stock were issued or outstanding; (C) 3,419,947 shares of Company

Common Stock were held by the Company in its treasury; (D) 72,908 shares of Company Common Stock were subject to vesting pursuant to

outstanding Company RSAs; (E) 170,932 shares of Company Common Stock were subject to vesting pursuant to outstanding Company PSAs (assuming

all applicable performance conditions with respect to such Company PSAs are satisfied at maximum levels); and (F) 160,334 shares

of Company Common Stock were reserved for the future grant of Company Equity Awards under the Company Stock Plan (excluding shares reserved

for issuance upon settlement of the Company RSAs). Such issued and outstanding shares of Company Common Stock have been, and all shares

that may be issued pursuant to any Company Stock Plan, or as contemplated or permitted by this Agreement will be, when issued in accordance

with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. As

of the Agreement Date, there are no outstanding contractual obligations of the Company of any kind to redeem, purchase or otherwise acquire

any Equity Interests of the Company. Other than the Company Common Stock there are no outstanding bonds, debentures, notes or other Indebtedness

or securities of the Company having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or exchangeable

for, securities having the right to vote) on any matters on which stockholders of the Company may vote. As of the Agreement Date, other

than the Voting Agreements, neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to any of

its Equity Interests, other than as may be set forth in the organizational documents of any wholly-owned Company Subsidiary.

(b)

Except as set forth in Section 3.2(a), and other than Equity Interests reserved for issuance or issued in compliance with

Section 5.2(b)(ii), no Equity Interests of the Company were issued, reserved for issuance or outstanding. Since the Capitalization

Date, other than issuances of Equity Interests in compliance with Section 5.2(b)(ii), the Company has not issued any Equity Interests

of the Company (other than in connection with the exercise, settlement or vesting of Company Equity Awards in accordance with their respective

terms) or granted any Company Equity Awards. Except as set forth in Section 3.2(a), there are no outstanding commitments, agreements,

arrangements or undertakings of any kind to which the Company is a party or by which it is bound (i) obligating the Company to issue,

deliver or sell, or cause to be issued, delivered or sold, any Equity Interests in the Company or (ii) obligating the Company to issue,

grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

(c)

Section 3.2(c) of the Company Disclosure Schedules sets forth, as of the Capitalization Date, a list of the holders (by

name or employee identification number) of Company Equity Awards, including (to the extent applicable) the date on which each such Company

Equity Award was granted, the number of shares of Company Common Stock subject to such Company Equity Award (assuming all applicable

performance conditions with respect to such Company PSAs are satisfied at maximum levels), the expiration date of such Company Equity

Award and the price at which such Company Equity Award may be exercised (if any) under an applicable Company Stock Plan and the unvested

status of such Company Equity Award. All shares of Company Common Stock issuable upon the settlement of Company RSAs or Company PSAs

have been duly reserved for issuance by the Company.

Section

3.3             Authorization; No Conflict.

(a)

The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions

are within the Company’s corporate powers and, subject to the adoption of this Agreement by the holders of at least a majority

of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”),

have been duly authorized by all necessary corporate action on the part of the Company. The Company has duly executed and delivered this

Agreement and, assuming due authorization, execution and delivery by Parent and Merger Subsidiary, this Agreement constitutes a valid

and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles

of equity).

(b)

At a meeting duly called and held, the Company Board has (i) determined that this Agreement and the Transactions are advisable,

fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Transactions,

(iii) resolved to recommend that the Company’s stockholders adopt this Agreement and approve the Transactions (such recommendation,

the “Company Board Recommendation”) and (iv) directed that this Agreement be submitted to the Company’s

stockholders for their adoption.

(c)

The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions

require no approval by, or filing with, any Governmental Authority, other than (i) the filing of a certificate of merger with respect

to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the

Company is qualified to do business, (ii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust

Laws, (iii) compliance with any applicable requirements under FDI Laws, (iv) compliance with any applicable requirements of the

Insurance Regulatory Laws (together with the HSR Act, the Antitrust Laws and the FDI Laws, the “Regulatory Laws”),

(v) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable securities Laws, (vi)

compliance with any applicable rules of Nasdaq, and (vii) any approvals or filings the failure of which to obtain or make would not reasonably

be expected to have a Company Material Adverse Effect.

(d)

The execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions do not and will

not (i) contravene, conflict with, or result in any violation or breach of any provision of the Company Charter Documents, (ii) assuming

compliance with the matters referred to in Section 3.3(c), contravene, conflict with or result in a violation or breach of any

provision of any applicable Law or Order, (iii) assuming compliance with the matters referred to in Section 3.3(c), require any

consent or other action by any Person under, result in a breach of, constitute a default, or an event that, with or without notice or

lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation or acceleration of, any Company

Material Contract, or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of the Company Subsidiaries,

except, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to have a Company Material Adverse Effect.

Section

3.4             Subsidiaries.

(a)

The Company has delivered or made available to Parent a complete and accurate list as of the Agreement Date of each of the Company

Subsidiaries and their respective jurisdictions of organization. Complete and correct copies of the certificate of incorporation and

bylaws of each Company Subsidiary as of the Agreement Date have been provided to Parent. Each of the Company and the Company Subsidiaries

is duly qualified or licensed to do business as a domestic or resident corporation, foreign corporation, limited liability company or

other legal entity, and is in good standing (to the extent such jurisdiction recognizes such concept), in each jurisdiction where the

character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license

necessary, except where failures to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably

be expected to have a Company Material Adverse Effect.

(b)

All of the outstanding Equity Interests in each Company Subsidiary are, where applicable, duly authorized, validly issued, fully

paid, nonassessable and not subject to (or issued in violation of) any preemptive or similar rights, and such Equity Interests are owned

by the Company or by a Company Subsidiary free and clear of any Liens (other than Permitted Liens) or limitations on voting rights. The

Company or a Company Subsidiary owns, directly or indirectly, all of the issued and outstanding Equity Interests of each Company Subsidiary.

There are no subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character

relating to the issuance, transfer, sales, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding

security or other instrument) for any of the Equity Interests of any Company Subsidiary.

(c)

There are no outstanding commitments, agreements, arrangements or undertakings of any kind to which any of the Company Subsidiaries

is a party or by which any of them is bound (i) obligating the Company Subsidiaries to issue, deliver or sell, or cause to be issued,

delivered or sold, any Equity Interests in the Company Subsidiaries or (ii) obligating any of the Company Subsidiaries to issue, grant,

extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.

Section

3.5             SEC Reports and Financial Statements.

(a)

The Company has timely filed with or furnished to, as applicable, the SEC all forms, reports, schedules, certifications, statements

and other documents required to be publicly filed with or furnished to the SEC pursuant to the Exchange Act or the Securities Act since

January 1, 2024. Each of the Company SEC Reports (i) was prepared in accordance in all material respects with the requirements of the

Securities Act, the Exchange Act or the Sarbanes-Oxley Act, including the rules and regulations promulgated thereunder and (ii) did not,

at the time they were filed with or furnished to the SEC or, if amended, supplemented or superseded, as of the date of the most recent

amendment, supplement or filing (or, in the case of any registration statement or proxy statement, on the applicable date of effectiveness

or the date of the relevant meeting, respectively, and, if amended or supplemented, on the date of such amendment or supplement), contain

any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which such statements were made, not misleading; provided, however, that no representation is

made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by

the Company to the SEC solely for the purposes of complying with Regulation FD under the Exchange Act. Since January 1, 2024 through

the Agreement Date, the Company has not received from the SEC any written comments or questions with respect to any of the Company SEC

Reports that are not resolved as of the Agreement Date, or, as of the Agreement Date, has received any written notice from the SEC that

such Company SEC Reports are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the Agreement

Date, any investigation or review being conducted by the SEC of any Company SEC Reports. No Company Subsidiary is subject to the periodic

reporting requirements of the Exchange Act or is otherwise required to file with the SEC any forms, reports, schedules, certifications,

statements and other documents. No executive officer of the Company required to make a certification under Sections 302 or 906 of the

Sarbanes-Oxley Act has failed to make the certifications required of such executive officer under Sections 302 or 906 of the Sarbanes-Oxley

Act with respect to the Company SEC Reports.

(b)

The consolidated balance sheets and the related consolidated statements of operations, comprehensive income or loss, changes in

stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the Company contained

in the Company SEC Reports, as of their respective dates of filing with the SEC (or, if such Company SEC Reports were amended prior to

the Agreement Date, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended

or restated therein), comply in all material respects with applicable accounting requirements and the published rules and regulations

of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted

by SEC rules, including Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein

or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated

statements of operations, income or loss, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries

as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end adjustments),

except to the extent that information contained in such Company SEC Report has been amended, modified or supplemented (prior to the Agreement

Date) by a subsequent Company SEC Report.

(c)

The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act) is reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit

preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with

the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition

of the Company’s assets that would materially affect the Company’s financial statements.

(d)

The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act) are reasonably designed to ensure that (i) all material information required to be disclosed by the Company in the reports

that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing

such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and

communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the

certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and

906 of the Sarbanes-Oxley Act.

(e)            There

are no liabilities or obligations of the Company or any Company Subsidiary, whether accrued, absolute, determined or contingent, except

for (i) liabilities or obligations disclosed and provided for in the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2025, or in the Company’s most recent Quarterly Report on Form 10-Q (the “Latest Balance Sheet,”

and the date of the Latest Balance Sheet, the “Latest Balance Sheet Date”), in each case, filed by the Company

with the SEC prior to the Agreement Date, (ii) liabilities or obligations incurred in connection with the Transactions, (iii) liabilities

or obligations incurred in the ordinary course of business consistent with past practice since filing the Latest Balance Sheet Date,

(iv) liabilities or obligations incurred in the ordinary course of business under Contracts to which the Company or any Company

Subsidiary is a party (other than any liability for material breaches of Contracts, breaches of warranty, tort, infringement or violation

of Law), (v) liabilities or obligations owed by one wholly-owned Company Subsidiary to another wholly-owned Company Subsidiary or the

Company, or owed by the Company to any wholly-owned Company Subsidiary, or (vi) liabilities or obligations that would not reasonably

be expected to have a Company Material Adverse Effect.

Section

3.6             Absence of Material Adverse Changes,

etc. Except for actions expressly contemplated by this

Agreement and matters related to the process leading up to the execution of this Agreement, (a) between December 31, 2025 and the Agreement

Date, the Company and the Company Subsidiaries have conducted their business in all material respects in the ordinary course of business

consistent with past practice; (b) since the Latest Balance Sheet Date, there has not occurred any change, event, occurrence or development

(each, a “Change”) that would reasonably be expected to have a Company Material Adverse Effect; and (c) between

December 31, 2025 and the Agreement Date, neither the Company nor any of the Company Subsidiaries have taken any action that would have

constituted a breach of clauses (i), (iv), (v), (ix), (xiv) or (xviii) of Section 5.2,

had the covenants therein applied between December 31, 2025 and the Agreement Date.

Section

3.7             Litigation.

There are no Legal Proceedings (other than investigations) pending or, to the Knowledge of the Company, investigations pending

or Legal Proceedings threatened, to which the Company or any of the Company Subsidiaries is a party that would reasonably be expected

to have a Company Material Adverse Effect. There are no Orders outstanding against the Company or any of the Company Subsidiaries that

would reasonably be expected to have a Company Material Adverse Effect.

Section

3.8             Broker’s or Finder’s Fees.

Except for the Person set forth on Section 3.8 of the Company Disclosure Schedules or any of its Affiliates (the “Company

Financial Advisor”), no agent, broker or other firm engaged by the Company or any Company Subsidiary or acting on behalf

of the Company or any Company Subsidiary is or will be entitled to any advisory or broker’s or finder’s fee or commission

from any of the parties hereto in connection with any of the Transactions.

Section

3.9             Employee Plans.

(a)

Section 3.9(a) of the Company Disclosure Schedules sets forth a complete and accurate list as of the Agreement Date of

each current material Company Plan (other than: (i) any offer letter or other employment Contract that is terminable “at-will”

or is terminable upon thirty (30) days’ notice or less and does not provide for severance, retention, change of control, transaction

or similar payments or benefits (other than advanced notice of termination periods required to be made by the Company or any Company

Subsidiaries under applicable Law), (ii) any consulting services Contract that is terminable upon thirty (30) days’ notice or less,

or (iii) any individual equity award grant notice or award agreement on the Company’s standard forms of equity award grant notice

and agreement in the forms made available to Parent).

(b)

With respect to each Company Plan set forth on Section 3.9(a) of the Company Disclosure Schedules, the Company has made

available to Parent a true and correct copy of, as applicable: (i) each written Company Plan and all amendments thereto, if any,

or, with respect to any unwritten Company Plan, a summary of the material terms thereof; (ii) the current summary plan description

of each Company Employee Benefit Plan and any material modifications thereto, if any, or any written summary provided to participants

with respect to any plan for which no summary plan description exists; (iii) the most recent determination letter (or if applicable,

advisory or opinion letter) from the Internal Revenue Service or other Governmental Authority; (iv) the most recent annual report on

Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Authority,

if any; (v) all material notices given to the administrator of such Company Employee Benefit Plan, the Company or any of the Company

Subsidiaries by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority

with respect to such Company Plan within the past three (3) years; and (vi) the most recent financial statements and actuarial or other

valuation reports provided to the Company with respect thereto.

(c)

Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of

the Code has been the subject of a favorable determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue

Service that has not been revoked or meets the requirements for such treatment and, to the Knowledge of the Company, no event has occurred

and no condition exists that would reasonably be expected to materially and adversely affect the qualified status of any such Company

Employee Benefit Plan or result in the imposition of any material liability, penalty or Tax under ERISA or the Code.

(d)

Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Employee Benefit Plan

has been established, maintained and administered in accordance with its provisions and in compliance with all applicable provisions

of ERISA and the Code; and (ii) to the Knowledge of the Company, all payments and contributions required to be made under the terms

of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports

which are publicly available prior to the Agreement Date.

(e)

Neither the Company nor any of its Company ERISA Affiliates has ever established, maintained, sponsored, participated in, or contributed

to, or been obligated to contribute to, or has or has ever had any liability in respect of, any plan that: (i) is or was subject to Section 412

of the Code or Section 302 or Title IV of ERISA; (ii) is or was a “multiemployer plan” within the meaning of Section (3)(37)

of ERISA; or (iii) is or was a plan described in Section 413 of the Code. Each Company Plan that is a “group health plan,”

as such term is defined in Code Section 5000(b)(1), complies with the applicable requirements of Code Section 4980B(f) in all

material respects, and neither the Company, any of its Company Subsidiaries or any Company Plan provides, or reflects or represents any

liability of any of the Company or any of its Company Subsidiaries to provide, health, life insurance or other welfare benefits after

termination of employment, except as may be required by COBRA or other applicable Laws.

(f)

Neither the execution nor consummation of the Transactions will, either alone or in combination with another event, (i) entitle

any employee of the Company or any Company Subsidiary to any severance pay or any other termination related payment, (ii) result in any

payment (whether of bonus, incentive, retention, change in control, transaction, severance or otherwise), acceleration, forgiveness of

indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or other individual

service provider of the Company or any Company Subsidiary; (iii) create any limitation or restriction on the right of Parent, the Company,

the Surviving Corporation or any of their respective Subsidiaries to merge, amend or terminate any Company Plan; or (iv) result in “excess

parachute payments” within the meaning of Section 280G(b)(1) of the Code. Neither the Company nor any Company Subsidiary has any

obligation to compensate, gross-up or otherwise reimburse any Person for any Taxes incurred under Section 4999 or 409A of the Code or

otherwise.

Section

3.10           Opinion of Financial Advisor.

The Company Board has received from the Company Financial Advisor an opinion to the effect that, as of the date of such opinion and subject

to the factors, qualifications, considerations, assumptions and limitations set forth therein, the Merger Consideration to be received

by the holders of shares of Company Common Stock pursuant to this Agreement is fair, from a financial point of view, to such holders

(other than Parent, Merger Subsidiary and their respective Affiliates).

Section

3.11           Taxes.

(a)

Except as would not reasonably be expected to have a Company Material Adverse Effect:

(i)

The Company and each Company Subsidiary has timely filed (taking into account any automatic extensions validly obtained in the

ordinary course of business) all Tax Returns required to be filed by it and all such Tax Returns are true, correct and complete in all

respects. The Company and each Company Subsidiary has timely paid all Taxes due and payable by it (whether or not shown as due on any

Tax Return), or, where payment is not yet due, the Company and each Company Subsidiary has made adequate provision (or adequate provision

has been made on its behalf) in the Company’s consolidated financial statements for such Taxes in accordance with GAAP. Neither

the Company nor any Company Subsidiary has incurred any liability for Taxes since the date of the Company’s most recent consolidated

financial statements outside of the ordinary course of business.

(ii)

There are no Liens for Taxes on any of the assets of the Company or any Company Subsidiary other than Permitted Liens.

(iii)

There is no claim, audit, examination, assessment, action, suit or other proceeding currently pending or threatened in writing

against or with respect to the Company or any Company Subsidiary in respect of any Taxes or Tax Return.

(iv)

Neither the Company nor any Company Subsidiary has agreed to any extension or waiver of the statute of limitations applicable

to any Tax Return, or agreed to any extension of time with respect to any Tax assessment or deficiency, which period (after giving effect

to such extension or waiver) has not yet expired.

(v)

The Company and each Company Subsidiary has complied in all respects with all applicable Laws relating to the collection, payment

and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 3102 and 3402 of the Code or similar provisions

of any state, local or foreign Law) and has, within the time and manner prescribed by Law, collected, withheld from and remitted to the

applicable Governmental Authority all amounts required to be so collected, withheld and paid under applicable Laws. The Company and each

Company Subsidiary has complied in all respects with, and its records contain all information and documents necessary to comply with,

all requirements of the applicable Laws relating to information reporting and other similar filing requirements.

(vi)

Neither the Company nor any Company Subsidiary will be required to include any item of income in, or exclude any item of deduction

from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) adjustment under

Section 481(a) of the Code (or any similar provision of state, local or foreign Law) by reason of a change in accounting method; (B)

“closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed

on or prior to the Closing Date; (C) installment sale or open transaction disposition made on or prior to the Closing Date; (D) deferred

revenue or prepaid amount received on or prior to the Closing Date; (E) intercompany item under Treasury Regulations Section 1.1502-13

or an excess loss account under Treasury Regulations Section 1.1502-19; or (F) change in the methodology of discounting unpaid losses

under Section 846 of the Code made or required to be made by the Company or a Company Subsidiary on or prior to the Closing Date (other

than any change in methodology required by a change in applicable Law or resulting from the Internal Revenue Service’s annual publication

of discount factors or loss payment patterns).

(vii)

All related party transactions among or between the Company and one or more Company Subsidiary (or among or between any Company

Subsidiaries) have been and are conducted at arm’s length and in compliance with applicable transfer pricing rules, including Section

482 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or foreign Tax Law),

in all respects. The Company and each Company Subsidiary has complied in all respects with the record maintenance requirements under

Section 482 of the Code and any similar provisions of state, local or foreign Tax Law in connection with related party transactions among

or between the Company and one or more Company Subsidiary (or among or between any Company Subsidiaries), and such related party transactions

are supported by appropriate Tax documentation.

(viii)

(A) The Company and each Company Subsidiary, as applicable, has complied with all applicable requirements under the Code with

respect to Insurance Contracts issued or entered into by the Company and/or such Company Subsidiary, including reporting, withholding

and disclosure requirements, and has reported all distributions under such Insurance Contracts substantially in accordance with Tax Laws

relevant to such Insurance Contracts and (B) neither the Company nor any Company Subsidiary has requested relief from the Internal Revenue

Service concerning the qualification of any Insurance Contract under the Code and the Treasury Regulations promulgated thereunder.

(ix)

Each Company Insurance Subsidiary that is treated as a “domestic corporation” for United States federal income Tax

purposes is subject to taxation under Section 832 of the Code and does not hold any life insurance reserves within the meaning of Section

816(b) of the Code.

(b)

Neither the Company nor any Company Subsidiary (i) is or has ever been a member of any consolidated, combined, unitary or affiliated

group for Tax purposes, other than a group the common parent of which is the Company or (ii) has any liability for Taxes of any Person

(other than the Company and the Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state,

local or foreign Law), by Contract, or as a transferee or successor.

(c)

Neither the Company nor any Company Subsidiary has constituted a “distributing corporation” or a “controlled

corporation” in connection with a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code

(or any similar provision of state, local or foreign Law) in the two (2) years prior to the Agreement Date.

(d)

Neither the Company nor any Company Subsidiary has received any written claim in the past five (5) years from a Governmental Authority

in a jurisdiction in which the Company or the applicable Company Subsidiary does not file Tax Returns to the effect that the Company

or any Company Subsidiary is or may be subject to taxation by, or required to file any Tax Return in, such jurisdiction, which claim

has not been resolved on or prior to the Closing Date. The Company and each Company Subsidiary is resident for Tax purposes in the country

of its incorporation or formation. Neither the Company nor any Company Subsidiary is subject to Tax in any country other than its country

of incorporation or formation by virtue of having a permanent establishment or other taxable presence in that country.

(e)

Neither the Company nor any Company Subsidiary has been a party to a “listed transaction” within the meaning of Treasury

Regulations Section 1.6011-4(b) (or any similar provision of state, local or foreign Law). Neither the Company nor any Company Subsidiary

has been a party to, or otherwise been involved in, any scheme, arrangement, transaction or series of transactions of which a main purpose

was the evasion, deferral, reduction or avoidance of Taxes.

(f)

Neither the Company nor any Company Subsidiary is a party to, is bound by or has any liability that has not been resolved on or

prior to the Closing Date under any Tax sharing agreement, Tax indemnity agreement or any similar agreement, or has any contractual obligation

to indemnify any other Person with respect to Taxes (other than any customary and commercially reasonable Tax indemnification provisions

in Contracts entered into in the ordinary course of business a principal purpose of which is unrelated to Taxes).

(g)

Neither the Company nor any Company Subsidiary has requested or is the subject of or bound by any private letter ruling, technical

advice memorandum, or similar ruling or memorandum with any Governmental Authority with respect to any Taxes.

(h)

The Company is not, nor has it been a “United States real property holding corporation” within the meaning of Section

897(c) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

Section

3.12           Compliance with Laws.

(a)

Since January 1, 2024 through the Agreement Date, neither the Company nor the Company Subsidiaries is in violation of any Law

applicable to the Company or the Company Subsidiaries or has been notified in writing by any Governmental Authority of any violation

by the Company of, or any investigation with respect to any such Law, except for any such violation that would not reasonably be expected

to have a Company Material Adverse Effect.

(b)

Except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2024, neither the Company

nor any Company Subsidiary nor, to the Knowledge of the Company, any director, officer, agent or employee of the Company or any Company

Subsidiary has taken any action, directly or indirectly, that would result in a violation by any such persons of the U.S. Foreign Corrupt

Practices Act of 1977, as amended, and the rules and regulations thereunder, the U.K. Bribery Act of 2010 and the rules and regulations

thereunder or any other applicable anti-bribery/corruption legislation promulgated by any Governmental Authority.

(c)

Each of the Company and the Company Subsidiaries is, and has been since January 1, 2024, in possession of all governmental franchises,

licenses, permits, certifications, registrations, authorizations and approvals (“Permits”) necessary to enable

it to own, operate and lease its properties and to carry on its business as now conducted, except for such Permits, the lack of which

would not reasonably be expected to have a Company Material Adverse Effect.

(d)

The Company does not engage in (i) the design, fabrication, development, testing, production or manufacture of one or more “critical

technologies” within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof

(the “DPA”); or (ii) the ownership, operation, maintenance, supply, manufacture, or servicing of “covered

investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A

to 31 C.F.R. Part 800).

Section

3.13           Intellectual Property and Privacy and Data Protection.

(a)

Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each item of Company Registered Intellectual

Property is subsisting and, to the Knowledge of the Company, valid (or validly applied for) and, other than applications for Company

Registered Intellectual Property, enforceable (assuming registration where required for enforcement), and (ii) the Company and the Company

Subsidiaries solely own all Company Intellectual Property, free and clear of all Liens other than Permitted Liens. Except as would not

reasonably be expected to have a Company Material Adverse Effect, all necessary payments, documents, certificates and other actions currently

due as of the Agreement Date in connection with any Company Registered Intellectual Property have been filed, made or done with the relevant

patent, copyright, trademark or other authorities or registrar in the United States or foreign jurisdictions, as the case may be, for

the purposes of prosecuting and maintaining such Company Registered Intellectual Property.

(b)

Neither the Company nor any Company Subsidiary has granted, or permitted any person to retain, any exclusive rights that remain

in effect to any Company Intellectual Property material to the conduct of the businesses of the Company and the Company Subsidiaries

taken as a whole.

(c)

Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and Company Subsidiaries,

taken as a whole, own all right, title, and interest in, or have the right to use, pursuant to a license or otherwise, in each case,

free and clear of all Liens other than Permitted Liens, all Intellectual Property Rights that are used in or required to operate the

businesses of the Company and Company Subsidiaries as currently conducted, and all such right, title and interest or right to use, respectively,

shall survive unchanged upon consummation of the Merger; and (ii) with respect to any material in-license or out-license of Intellectual

Property Rights to which the Company or any Company Subsidiary is a party, Company and Company Subsidiaries have not materially breached

the agreement in which such license resides and to the Knowledge of the Company, no other party thereto has materially breached such

agreement.

(d)

To the Knowledge of the Company and except as would not reasonably be expected to have a Company Material Adverse Effect, the

Company’s and Company Subsidiaries’ conduct of their businesses as currently conducted does not infringe, violate, dilute

or misappropriate the Intellectual Property Rights of any third party. Except as would not reasonably be expected to have a Company Material

Adverse Effect, no Legal Proceeding has been filed against the Company or any Company Subsidiary by any third party (and neither Company

nor any Company Subsidiary has received any written threat or notice, including any “invitation to license” or similar letter)

during the six (6) years before the Agreement Date (i) alleging that the conduct of the businesses of the Company or the Company Subsidiaries

infringes, violates, dilutes or misappropriates the Intellectual Property Rights of any third party or (ii) challenging or contesting

the ownership, validity, scope, registrability, enforceability or use of any Company Intellectual Property other than office actions

in the ordinary course of prosecution of Company Registered Intellectual Property.

(e)

To the Knowledge of the Company and except as would not reasonably be expected to have, a Company Material Adverse Effect, no

Person is misappropriating, infringing, diluting or violating any Company Intellectual Property or has done so. Except as would not reasonably

be expected to have a Company Material Adverse Effect, no Legal Proceeding has been filed against any third party by Company or any Company

Subsidiary alleging any of the foregoing.

(f)

The Company and each of the Company Subsidiaries has taken commercially reasonable steps to protect the confidentiality of and

their rights in, and prevent the unauthorized access, use, disclosure or misappropriation of, their confidential information and Trade

Secrets that are material to the Company and the Company Subsidiaries and other material confidential information they have received

from other Persons, except where failure to do so would not be material to the Company and the Company Subsidiaries, taken as a whole.

To the Knowledge of the Company, there is and has been no unauthorized access, use, disclosure or misappropriation by any Person of any

such confidential information or Trade Secrets which is material to the Company and the Company Subsidiaries, taken as a whole. The Company

and the Company Subsidiaries have not put source code for any Company Products into escrow with a third Person for the benefit of a licensee

or other contracting counterparty other than pursuant to Contracts entered into in the ordinary course of business containing customary

contractual protections. All Persons who have contributed to the creation, invention, development of any material Company Intellectual

Property, or of other material Intellectual Property Rights for Company or any Company Subsidiary, have (i) assigned via written agreement

to the Company or the Company Subsidiaries all their rights, title and interests therein that do not vest with the Company and the Company

Subsidiaries initially by operation of Law except to the extent such Intellectual Property Rights are not legally assignable and (ii)

agreed in writing to reasonably appropriate confidentiality obligations with respect thereto and any other confidential information received

in the course of activities for Company or any Company Subsidiary; except, in each case, as would not reasonably be expected to have

a Company Material Adverse Effect.

(g)

Except as would not reasonably be expected to have a Company Material Adverse Effect, with respect to any Open Source Software

that is bundled with, incorporated or embedded in, linked to, or otherwise integrated with any Company Product or other Software owned

by the Company or any Company Subsidiary (“Company Owned Software”) or from which any Company Owned Software

has been derived, neither the Company nor any Company Subsidiary, nor any other Person on their behalf, has bundled, incorporated, embedded,

linked, integrated or otherwise used any such Open Source Software in a manner that requires or would require (or conditions the grant

of any rights upon) any Company Owned Software (including any source code thereto), (A) to be disclosed or distributed in source code

form, (B) to be licensed for purposes of preparing derivative works or (C) to be redistributed at no charge.

(h)

In the period since January 1, 2024, (i) the Company and the Company Subsidiaries have complied in all material respects with

all applicable Laws pertaining to the privacy and security of Personal Information (“Privacy Laws”). Contract

obligations, and their own respective privacy policies governing the collection, storage, use, disclosure and transfer of any Personal

Information held by the Company or the Company Subsidiaries, and (ii) neither the Company nor any of the Company Subsidiaries has received

a written material complaint from any Governmental Authority or any other third party regarding its collection, storage, use, disclosure

or transfer of Personal Information that is pending or unresolved. Except as would not reasonably be expected to have a Company Material

Adverse Effect, the Company and the Company Subsidiaries have not experienced any Security Breach that required written notification

by the Company or a Company Subsidiary to the affected individuals or to any regulators under applicable Privacy Laws or that resulted

in written notification to affected individuals, or caused material disruption to the Company’s or the Company Subsidiaries’

Business Systems in the period since January 1, 2024.

(i)

Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) since January 1, 2024, the Company and

Company Subsidiaries have taken commercially reasonable actions designed to protect the security of the Business Systems, including using

industry standard tools that are intended to scan for, remove and prevent Malicious Code; (ii) the Company and Company Subsidiaries,

taken as a whole, own or otherwise have the legal right to use all Business Systems, and such Business Systems are sufficient for the

needs of their businesses as currently conducted; (iii) the Company and Company Subsidiaries have implemented and maintain commercially

reasonable disaster recovery and business continuity plans and procedures; and (iv) in the three (3) years prior to the Agreement Date,

with respect to any of the Business Systems, there has not been any material failure that has not been remedied or replaced.

(j)

Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary

is under any obligation to license any Company Intellectual Property to any Governmental Authority or any university, academic or research

institution (collectively, “Specified Entities”), and no Specified Entity has retained or received any license

or other rights to any Company Intellectual Property, because the Company or any Company Subsidiary has received funding from a Specified

Entity, or any personnel or resources of a Specified Entity were used in such development.

Section

3.14           Employment Matters.

(a)

Neither the Company nor any Company Subsidiary is, and has not been for the last three (3) years, a party to or otherwise bound

by any collective bargaining agreement or similar contract with a labor union or labor organization (collectively, “CBAs”),

nor is any CBA presently being negotiated and has not been negotiated in the prior three (3) years, nor, to the Knowledge of the Company,

is there a representation campaign by a labor union or labor organization respecting any of the employees of the Company or any of the

Company Subsidiaries pending and there has not been any such campaign in the prior three (3) years. As of the Agreement Date, there

is no pending or, to the Knowledge of the Company, threatened, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving

the Company or any of the Company Subsidiaries.

(b)

Section 3.14(b) of the Company Disclosure Schedules sets forth a true, accurate and complete list as of the Agreement Date

of Company Employees, including the following information for each: (i) rate of base pay; (ii) date of hire; (iii) employing entity;

(iv) their classification by the Company as exempt or non-exempt employee under the Fair Labor Standards Act (“FLSA”);

(v) status as a full-time or part-time employee; (vi) title; (vii) work location (including remote status, if applicable); (viii) immigration

status; (ix) whether on an approved leave of absence and expected return date (as applicable of each employee); and (x) eligibility for

any incentive compensation or bonus target, as applicable.

(c)

The employment of all Company Employees is terminable at will without any penalty, severance, change in control, or other payment

obligation on the part of the Company, and there are no employment, severance pay, continuation pay, termination or indemnification Contracts

between the Company and any Company Employee.

(d)

There are no, and for the past three (3) years there have not been any Legal Proceedings relating to any employee, consultant,

or independent contractor of the Company or any Company Subsidiaries, including Legal Proceedings relating to employment Contracts, collective

bargaining, compensation, wage and hour, meal and rest breaks, leave of absence, plant closing notification, workers’ compensation,

safety, employment statute or regulation, privacy rights, disability, retaliation, immigration, and discrimination, or arising from the

employment or termination of any current or former employee of the Company or any Company Subsidiaries, consultant, or independent contractor,

as applicable, and no such Legal Proceedings are currently threatened in writing.

(e)

Within the past three (3) years, neither the Company nor any Company Subsidiaries have implemented any relocation, plant closing

or mass layoff of employees of the Business, as those terms are defined in the federal Worker Adjustment and Retraining Act (the “WARN

Act”), or any similar foreign, state or local law, regulation or ordinance, for which notice was required under the WARN

Act, and have no plans to undertake any action before the Closing Date that would trigger the WARN Act.

(f)

For the past three (3) years, there has been no allegation, complaint, charge or claim made in writing on the basis of gender,

race, sex, sexual harassment, sexual assault, sexual misconduct, racial or ethnic discrimination, or other similar unlawful behavior

made against any Person who is or was an (i) officer, (ii) director, or (iii) manager or supervisory-level Company Employee with at least

one direct report, in each case, in such Person’s capacity as such (a “Misconduct Allegation”). Within

the past three (3) years, neither the Company nor any Company Subsidiaries have entered into any settlement agreement, tolling agreement,

non-disparagement agreement, confidentiality agreement or non-disclosure agreement, or any contract or provision similar to any of the

foregoing, relating to any Misconduct Allegation.

(g)

There are no current independent contractors who are natural persons or which are entities operated solely by their owner that

are directly engaged by the Company or any Company Subsidiaries.

(h)

Neither the Company nor any Company Subsidiaries are party to, or otherwise bound by, any consent decree with any Governmental

Authority or self-regulatory organization relating to employees or employment practices. For the past three (3) years, neither the Company,

any Company Subsidiaries, nor any of its respective executive officers, directors, or managers have received any written notice of intent

by any Governmental Authority or self-regulatory organization responsible for the enforcement of labor or employment Laws to conduct

an investigation, audit, compliance check, or compliance review relating to the Company or any Company Subsidiaries and, to the Knowledge

of the Company, no such investigation, audit, compliance check or compliance review is in progress.

Section

3.15           Insurance.

The Company and the Company Subsidiaries maintain insurance coverage, excluding reinsurance coverage, adequate and customary in

the industry for the operation of their respective businesses (taking into account the cost and availability of such insurance). All

such insurance policies are in full force and effect and all related premiums have been paid as of the Agreement Date.

Section

3.16           Material Contracts.

(a)

Except (w) for this Agreement, (x) as set forth in Section 3.16 of the Company Disclosure Schedules, (y) for any Company

Plan, or (z) for Non-Scheduled Contracts, as of the Agreement Date, none of the Company or any of the Company Subsidiaries is a party

to or bound by (each a “Company Material Contract”):

(i)

any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10)

of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii);

(ii)

any Contract with a related person (as defined in Item 404 of Regulation S-K of the Securities Act) that would be required to

be disclosed in the Company SEC Reports but has not been disclosed;

(iii)

any Contract for the acquisition of any business, a material amount of stock or assets of any other Person or any real property

(whether by merger, sale of stock, sale of assets, or otherwise), in each case involving amounts in excess of $7,500,000 and pursuant

to which the Company or any Company Subsidiary has material continuing obligations;

(iv)

any Contract relating to the borrowing or lending of Indebtedness (i) in a principal amount in excess of $7,500,000 or (ii) that

grants any Lien on the material assets of the Company or the Company Subsidiaries, except, in each case, for agreements relating to trade

receivables or payables, loans to or from the Company Subsidiaries in the ordinary course of business or extensions of credit to customers

or from vendors in the ordinary course of business;

(v)

any Contract that is with any of the top five (5) vendors of the Company and the Company Subsidiaries, by dollar amount paid by

the Company and the Company Subsidiaries for the prior fiscal year;

(vi)

any Contract for the sale of any of its assets after the Agreement Date for consideration in excess of $7,500,000, other than

sales in the ordinary course of business;

(vii)

any collective bargaining agreement;

(viii)

any Contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Company

Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person;

(ix)

any Contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former

directors or officers of the Company or Company Subsidiary, excluding any insurance agreements or similar agreements made with any directors

and officers in the ordinary course of business;

(x)

any settlement agreement or Order to which the Company or any Company Subsidiary is a party involving material future performance

by the Company or any Company Subsidiary;

(xi)

any sales, distribution, marketing, agency or other similar agreement providing for the sale by the Company or any Company Subsidiary

of products or services under which payments of $5,000,000 or more, in the aggregate per year, were made or committed to be made;

(xii)

any Company Reinsurance Contract;

(xiii)

any material third-party administration agreement relating to the processing of insurance claims;

(xiv)

any Contract that requires the Company or any of its Company Subsidiaries to provide “most favored nation” pricing

or exclusive rights to any Person;

(xv)

any Contract with any current or former employee, officer or director, or any natural person who is a contractor or consultant

of the Company or any Company Subsidiary the benefits of which will be materially increased, or the vesting of benefits of which will

be accelerated, whether alone or combined with a separation from the Company, by the occurrence of any of the Transactions;

(xvi)

any Contract that contains any covenant that purports to materially limit or otherwise materially restrict the ability of the

Company or the Company Subsidiaries to compete in any material manner in any business or geographic area on or after the Agreement Date;

(xvii)

any material Contract that contains uncapped indemnities or guarantees; or

(xviii)

any Contract entered into with any Governmental Authority or, to the Knowledge of the Company, an entity owned by any Governmental

Authority.

(b)

Except as would not reasonably be expected to have a Company Material Adverse Effect, each of the Company Material Contracts is

in full force and effect, and represents a valid and binding obligation of the Company or a Company Subsidiary, enforceable in accordance

with its terms against the Company or the Company Subsidiary (as the case may be) and, to the Knowledge of the Company, any other party

thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar

Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability

is considered in a proceeding in Law or equity). Neither the Company nor any Company Subsidiary is in breach of or default under any

Company Material Contract, nor, to the Knowledge of the Company, is any other party to such Company Material Contract, excluding, however,

any breach or default which would not reasonably be expected to have a Company Material Adverse Effect.

Section

3.17           Properties.

(a)

Neither the Company nor any Company Subsidiary owns any real property.

(b)

Section 3.17(b) of the Company Disclosure Schedules sets forth a true and correct list of all material properties leased,

subleased, licensed or occupied by the Company or a Company Subsidiary as of the Agreement Date (collectively, the “Leased

Real Property”) and the Real Property Leases in connection therewith. Except as would not reasonably be expected to have

a Company Material Adverse Effect, (i) the Company or a Company Subsidiary has a valid leasehold interest in all of the Leased Real Property,

free and clear of all Liens (except for Permitted Liens), (ii) each Real Property Lease is valid and binding on the Company or a Company

Subsidiary and, to the Knowledge of the Company, each counterparty thereto, and is in full force and effect, and (iii) neither the Company

nor any Company Subsidiary is in breach of or default under any Real Property Lease.

(c)

Neither the Company nor any Company Subsidiary has leased, subleased, licensed, transferred or mortgaged any portion of any Leased

Real Property to any Person.

(d)

Neither the Company nor any Company Subsidiary has received any written notice of existing, pending or threatened (i) condemnation

proceedings affecting the Leased Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters which

would reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated.

Section

3.18           Insurance Regulatory Matters.

(a)

Except as would not reasonably be expected to have a Company Material Adverse Effect:

(i)

Since January 1, 2024, each Company Subsidiary that is required to be licensed, authorized, qualified or registered as an insurance

company, reinsurance company, insurance holding company, managing general agent, third-party administrator, insurance producer, broker,

adjuster, surplus lines broker or similar regulated entity (each, an “Company Insurance Subsidiary”) under

the insurance Laws of any jurisdiction has been and is duly licensed, authorized, qualified or registered as such in each jurisdiction

in which the conduct of its business so requires, and each such license, authorization, qualification or registration is in full force

and effect.

(ii)

Since January 1, 2024, each Company Insurance Subsidiary has been and is in compliance with the insurance Laws and regulations

of its jurisdiction of domicile and each other jurisdiction in which it is licensed, authorized or otherwise transacts insurance business

(collectively, “Insurance Regulatory Laws”), and with all orders, directives, market conduct examination reports,

financial examination reports, consent agreements and similar requirements of any Governmental Authority charged with the supervision

or regulation of insurance or insurance holding companies (each, an “Insurance Regulator”).

(iii)

Since January 1, 2024, (i) neither the Company nor any Company Insurance Subsidiary has received any written notice or other communication

from any Insurance Regulator (A) alleging any material violation by the Company or any Company Insurance Subsidiary of any Insurance

Regulatory Law, (B) threatening to revoke, suspend, condition, materially limit or refuse to renew any material license, authorization,

qualification or registration held by any Company Insurance Subsidiary, or (C) requiring or seeking the divestiture or transfer of any

material business or operations of any Company Insurance Subsidiary, and (ii) no Insurance Regulator has imposed, or threatened in writing

to impose, on the Company or any Company Insurance Subsidiary any material fine, penalty, order, consent agreement, remediation requirement

or restriction on the writing of business that remains outstanding.

(b)

The Company has made available to Parent true and complete copies of the audited annual and unaudited quarterly statutory financial

statements of each Company Insurance Subsidiary (the “Statutory Statements”) filed with the applicable Insurance

Regulator of its jurisdiction of domicile since January 1, 2024. The Statutory Statements were prepared in conformity with statutory

accounting principles prescribed or permitted by the applicable Insurance Regulator (“SAP”) applied on a consistent

basis (except as expressly noted therein) and present fairly, in all material respects, the statutory financial position and the statutory

results of operations of each such Company Insurance Subsidiary as of and for the periods indicated therein, subject, in the case of

unaudited Statutory Statements, to normal year-end adjustments.

(c)

All reserves and other liability amounts in respect of insurance and reinsurance business (including losses, loss adjustment expenses,

unearned premiums, policyholder dividends, and incurred-but-not-reported losses) reflected in the Statutory Statements of each Company

Insurance Subsidiary, as of their respective dates, (i) were determined in accordance with generally accepted actuarial standards consistently

applied, (ii) were fairly stated in accordance with sound actuarial principles, (iii) were based on actuarial assumptions that were in

accordance with or more conservative than those called for in the related insurance, reinsurance and annuity Contracts, and (iv) met

the requirements of the Insurance Regulatory Laws of the applicable jurisdiction of domicile in all material respects. No adjustment,

increase or strengthening of such reserves has been required or, to the Knowledge of the Company, threatened by any Insurance Regulator

since the date of the most recent Statutory Statement.

(d)

Each Company Insurance Subsidiary that is required to file a risk-based capital report with its domiciliary Insurance Regulator

has total adjusted capital in excess of each applicable risk-based capital level (including the Company Action Level (or its equivalent))

that would require any regulatory or corrective action under applicable Insurance Regulatory Laws, and no Insurance Regulator has notified

the Company or any Company Insurance Subsidiary in writing that any such Company Insurance Subsidiary is, or is reasonably expected to

become, subject to any such regulatory or corrective action on account of its risk-based capital position.

(e)

Each reinsurance, coinsurance or retrocession treaty or agreement to which any Company Insurance Subsidiary is a ceding or assuming

party that is material to such Company Subsidiaries, taken as a whole (each, a “Company Reinsurance Contract”)

is valid and binding obligation of the applicable Company Insurance Subsidiary (subject to applicable bankruptcy, insolvency, reorganization,

moratorium and similar Laws affecting creditors’ rights generally) and is in full force and effect. Neither the applicable Company

Insurance Subsidiary nor, to the Knowledge of the Company, any of the other parties to any Company Reinsurance Contract is in material

default or material breach or has failed to perform any material obligation under any such Company Reinsurance Contract. None of the

Company Insurance Subsidiaries has received written notice of the existence of any event or condition which constitutes, or, after notice

or lapse of time or both, will constitute, a default on the part of such Company Insurance Subsidiary under any Company Reinsurance Contract.

To the Knowledge of the Company, no reinsurer party to any Company Reinsurance Contract is insolvent or the subject of a rehabilitation,

liquidation, conservatorship, receivership, bankruptcy or similar proceeding.

(f)

(i) since January 1, 2024, neither the Company nor any Company Subsidiaries have received any written notice from any party to

a Company Reinsurance Contract that any amount of reinsurance ceded by it or such Company Subsidiary to such counterparty, or any amount

receivable by or payable to it or such Company Subsidiary from such counterparty, will be uncollectible or otherwise defaulted upon,

(ii) to the Knowledge of the Company, the financial condition of any party to a Company Reinsurance Contract is not impaired to the extent

that a default thereunder is reasonably anticipated and (iii) there are no, and since January 1, 2024, there have been no, material disputes

under any Company Reinsurance Contract. None of the Company Reinsurance Contracts is finite reinsurance, financial reinsurance or such

other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or otherwise does not qualify for credit

for reinsurance under applicable Laws.

(g)

There is no (i) written Contract, memorandum of understanding, commitment letter or similar undertaking with any Insurance Regulator

that is binding on the Company or any Company Insurance Subsidiary, or (ii) Order or directive by, or supervisory letter or cease-and-desist

order from, any Insurance Regulator that is binding on the Company or any Company Insurance Subsidiary and (b) neither the Company nor

any Company Insurance Subsidiary has adopted any board resolution at the request of any Insurance Regulator, in the case of each of clauses

(a) and (b), that (A) limits in any material respect the ability of the Company or any Company Insurance Subsidiary to issue or enter

into Insurance Contracts or other reinsurance or retrocession treaties or agreements, slips, binders, cover notes or other similar arrangements,

(B) requires the divestiture of any material investment, (C) limits in any material respect the ability of the Company or any Company

Insurance Subsidiary to pay dividends or (D) requires any material investment to be treated as a “nonadmitted asset” (or

the local equivalent). Except for regular periodic assessments in the ordinary course of business, no claim or assessment is pending

or threatened against the Company or any Company Insurance Subsidiary by any state insurance guaranty associations in connection with

such association’s fund relating to insolvent insurers which if determined adversely, would, individually or in the aggregate,

be reasonably likely to be material to the Company and its Company Subsidiaries, taken as a whole.

Section

3.19           Insurance Matters.

(a)

All policy and contract forms used by the Company and the Company Insurance Subsidiaries for Insurance Contracts, and all amendments,

applications, marketing materials, brochures, illustrations and certificates pertaining thereto, have, to the extent required by applicable

Law, been approved by all applicable Governmental Authorities or filed with such Governmental Authorities.

(b)

The Company and the Company Insurance Subsidiaries have marketed, sold and issued their Insurance Contracts in all material respects

in compliance with applicable Law. As to premium rates established by the Company or a Company Insurance Subsidiary that are required

to be filed with or approved by any Insurance Regulator, the rates have been so filed or approved, the premiums charged conform thereto

in all material respects, and such premiums comply in all material respects with all applicable Insurance Laws.

(c)

All material Investment Assets of the Company and Company Subsidiaries consist of marketable securities that are freely transferable

and not subject to any restrictions (legal, contractual, or otherwise) on transfer, other than (i) restrictions arising under applicable

Law, (ii) customary transfer restrictions contained in the governing documents of a collective investment vehicle that permit redemption

or withdrawal on customary terms, and (iii) ordinary-course settlement mechanics of the applicable trading system or custodian.

(d)

The Company and Company Subsidiaries have not incurred any material Investment Mismatch.

Section

3.20         Insurance Producers.

To the Knowledge of the Company, each Person, including salaried employees of the Company or any

Company Insurance Subsidiary, performing the duties of insurance producer, agency, managing general agent, third party administrator,

broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative (collectively, “Producers”),

at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or on behalf

of the Company or any of Company Insurance Subsidiary that may require a producer’s, solicitor’s, broker’s, adjusters’

or other insurance license, was duly licensed and appointed, where required, as an insurance producer, managing general agent, third

party administrator, broker, solicitor or adjuster, as applicable (for the type of business written, sold or produced by such insurance

producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster or customer representative), in the

particular jurisdiction in which such Producer wrote, sold, produced, solicited or serviced such business, except where the failure to

have such license or appointment would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the

Company, no Producer has violated in any material respect any term or provision of applicable Law relating to the sale or production

of any Insurance Contract since January 1, 2024. To the Knowledge of the Company, no Producer has breached the terms of any agency or

broker contract with the Company or any Company Insurance Subsidiary in any material respect or violated in any material respect any

applicable Law or policy of the Company or any Company Insurance Subsidiary in the solicitation, negotiation, writing, sale or production

of business for or on behalf of the Company or any Company Insurance Subsidiary.

Section

3.21           Environmental Laws.

Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company

and its Company Subsidiaries comply and have in the past three (3) years complied with all

applicable Environmental Laws, and possess and comply, and have possessed and complied, with all applicable Environmental Permits required

under such Laws to operate the businesses of the Company and its Company Subsidiaries as

operated during such period; (ii) none of the Company or any of its Company Subsidiaries

has received any written notification alleging that it is liable, or written request for information, pursuant to any applicable Environmental

Law, concerning any release, threatened release of, or exposure to, any Materials of Environmental Concern at any location except, with

respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter

has been fully resolved with the appropriate Governmental Authority or Person; (iii) there are no, and there have not been any, Materials

of Environmental Concern at any property currently or, to the Knowledge of the Company, previously owned or occupied by the Company or

any of its Company Subsidiaries under circumstances that have resulted in liability of the

Company or any of its Company Subsidiaries under any Environmental Laws; and (iv) none of

the Company or any of its Company Subsidiaries has received any written notice regarding

any actual or alleged violation of any Environmental Laws or Environmental Permits, including a notice of violation, a notice of non-compliance,

or notice of requirements. There are no Legal Proceedings arising under Environmental Laws pending or, to the Knowledge of the Company,

threatened against the Company or any of its Company Subsidiaries which would reasonably

be expected to have a Company Material Adverse Effect. Notwithstanding any other representations and warranties in this Agreement, the

representations and warranties in this Section 3.21 are the only representations

and warranties in this Agreement with respect to Environmental Laws, Environmental Permits or Materials of Environmental Concern.

Section

3.22          Disclosure Documents.

The information supplied or to be supplied by or on behalf of the Company or any Company Subsidiary

for inclusion or incorporation by reference in the Proxy Statement will, when the Proxy Statement, or any amendment or supplement thereto,

is first sent or given to the Company’s stockholders and at the time of the Company Stockholder Approval, comply in all material

respects with the applicable requirements of the Exchange Act. None of the information supplied or to be supplied by or on behalf of

the Company or any Company Subsidiary expressly for inclusion or incorporation by reference in the Proxy Statement will, at the time

such Proxy Statement, or any amendment or supplement thereto, is first sent or given to the Company’s stockholders or at the time

of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated

therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

The representations and warranties contained in this Section 3.22 shall not

apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information supplied by Parent,

Merger Subsidiary or any of their respective Representatives specifically for use or incorporation by reference therein.

Section

3.23         Inapplicability of Anti-takeover Statutes.

Assuming the accuracy of the representations and warranties of Parent and Merger Subsidiary in Section 4.4, to the Knowledge

of the Company, there is no takeover or anti-takeover statute or similar Law, including Section 203 of the DGCL, applicable to this

Agreement and the Transactions that requires additional action by the Company Board in order for any such anti-takeover statute to be

inapplicable to this Agreement and the Transactions.

Article

Representations and Warranties of Parent and Merger Subsidiary

Except

as set forth in the Parent Disclosure Schedules delivered by Parent to the Company on the Agreement Date (the “Parent

Disclosure Schedules”), each of Parent and Merger Subsidiary represents and warrants to the Company as follows:

Section

4.1            Organization.

Each of Parent and Merger Subsidiary is a corporation, limited liability company, limited partnership or other legal entity duly organized,

validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization (to the extent the “good

standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so organized,

existing, or in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Each of Parent and Merger Subsidiary has all requisite corporate or similar power and authority to enable it to own, operate and lease

its properties and to carry on its business as now conducted. Parent has delivered or made available to the Company complete and correct

copies of the certificate of incorporation, bylaws or other constituent documents, as amended as of the Agreement Date, of Parent and

Merger Subsidiary.

Section

4.2             Authorization; No Conflict.

(a)

The execution, delivery and performance by each of Parent and Merger Subsidiary of this Agreement and the consummation by each

of Parent and Merger Subsidiary of the Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable,

and, subject to the completion of the actions contemplated by Section 5.15, have been duly authorized by all necessary corporate

or similar action on the part of each of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary has duly executed and delivered

this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and

binding agreement of each of Parent and Merger Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with

its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’

rights generally and general principles of equity).

(b)

The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger

Subsidiary of the Transactions require no approval by, or filing with, any Governmental Authority, other than (i) the filing of a certificate

of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the Regulatory

Laws, (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and (iv) any approvals or filings,

the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Parent Material

Adverse Effect.

(c)

The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation of the Transactions

do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation,

bylaws or other constituent documents of Parent and Merger Subsidiary, (ii) assuming all approvals referred to in Section 4.2(b)

are obtained, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order, (iii) assuming

all approvals referred to in Section 4.2(b) are obtained, require any consent or other action by any Person under, result in any

breach of, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under,

or cause or permit the termination, cancellation, acceleration or the loss of any benefit to which Parent or Merger Subsidiary is entitled

under, any Contract to which Parent or Merger Subsidiary is a party or bound by, or (iv) result in the creation or imposition of any

Lien on any asset of Parent or Merger Subsidiary, except, in the case of each of clauses (ii) through (iv), as would not, individually

or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Section

4.3             Litigation.

As of the Agreement Date, there are no Legal Proceedings (other than investigations) pending or, to the Knowledge of Parent, investigations

pending or Legal Proceedings threatened, to which Parent or any Subsidiary of Parent is a party that, individually or in the aggregate,

would reasonably be expected to have a Parent Material Adverse Effect. As of the Agreement Date, there are no Orders outstanding against

Parent or any Subsidiary of Parent that would reasonably be expected to have a Parent Material Adverse Effect.

Section

4.4            Ownership of Company Common Stock.

Other than as a result of this Agreement, none of Parent, Merger Subsidiary or any of their Affiliates beneficially own (as such term

is used in Rule 13d-3 promulgated under the Exchange Act) or owns (as such term is used in Section 203 of the DGCL) any shares of Company

Common Stock or any options, warrants or other rights to acquire Company Common Stock or other securities of, or any other economic interest

(through derivatives, securities or otherwise) in the Company. None of Parent or Merger Subsidiary or any of their “affiliates”

or “associates” are, or at any time during the last three (3) years has been, an “interested stockholder” of

the Company as defined in Section 203 of the DGCL. Prior to the Agreement Date, neither Parent nor Merger Subsidiary has taken, or authorized

or permitted any Representatives of Parent or Merger Subsidiary to take, any action that would reasonably be expected to cause, Parent,

Merger Subsidiary or any of their “affiliates” or “associates” to be deemed an “interested stockholder”

as defined in Section 203 of the DGCL.

Section

4.5           Broker’s or Finder’s Fees.

Except for Deutsche Bank, S.A.E.U. (whose fees and commissions will be paid by Parent or its Subsidiaries), no agent, broker or other

firm engaged by Parent or any of its Subsidiaries or acting on behalf of Parent or any of its Subsidiaries is or will be entitled to

any advisory or broker’s or finder’s or other similar fee or commission from any of the parties hereto in connection with

any of the Transactions.

Section

4.6            Activities of Merger Subsidiary.

Merger Subsidiary was formed solely for the purpose of engaging in the Transactions. Merger Subsidiary has not engaged in any

business or conducted any operations, and will not prior to the Effective Time engage in any business or conduct any operations, other

than in connection with the Transactions, and has, and will have as of immediately prior to the Effective Time, no liabilities other

than those incident to its formation and pursuant to the Transactions.

Section

4.7            Disclosure

Documents. The information supplied or to be supplied by

or on behalf of Parent, Merger Subsidiary or any other Subsidiary of Parent for inclusion or incorporation by reference in the Proxy

Statement will, when the Proxy Statement, or any amendment or supplement thereto, is first sent or given to the Company’s stockholders

and at the time of the Company Stockholder Approval, comply in all material respects with the applicable requirements of the Exchange

Act. None of the information supplied or to be supplied by or on behalf of Parent, Merger Subsidiary, or any of Parent’s other

Subsidiaries expressly for inclusion or incorporation by reference in the Proxy Statement will, at the time such Proxy Statement, or

any amendment or supplement thereto, is first sent or given to the Company’s stockholders or at the time of the Stockholders Meeting,

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they are made, not misleading. The representations and warranties

contained in this Section 4.7 shall not apply to statements or omissions included or incorporated by reference in the Proxy

Statement based upon information supplied by the Company or any of its Representatives specifically for use or incorporation by reference

therein.

Section

4.8            Solvency.

Neither Parent nor Merger Subsidiary is entering into this Agreement with the intent to hinder, delay or defraud either present

or future creditors of Parent, any Subsidiary of Parent, the Company or any of the Company Subsidiaries. Each of Parent and Merger Subsidiary

is Solvent as of the Agreement Date, and each of Parent and the Company and the Company Subsidiaries (on a consolidated basis) will,

after giving effect to the Transactions, payment of the Merger Consideration, and payment of all other amounts required to be paid in

connection with the consummation of the Merger or any other transaction contemplated by this Agreement and the payment of all related

fees and expenses, and assuming the representations and warranties in Article III are true and correct in all material respects,

be Solvent at and immediately following the Closing. As used in this Section 4.8, the term “Solvent”

shall mean, with respect to a particular date, that on such date, (a) the sum of the assets, at a fair valuation, of Parent and, after

the Closing, the Company and the Company Subsidiaries (on a consolidated basis) and of each of them (on a stand-alone basis) will exceed

their debts, (b) Parent and, after the Closing, the Company and the Company Subsidiaries (on a consolidated basis) and each of them (on

a stand-alone basis) has not incurred, debts beyond its ability to pay such debts as such debts mature, and (c) Parent has and, after

the Closing, the Company and the Company Subsidiaries (on a consolidated basis) and each of them (on a stand-alone basis) has sufficient

capital and liquidity with which to conduct its business. For purposes of this Section 4.8, “debt” means

any liability on a claim, and “claim” means any (i) right to payment, whether or not such a right is reduced

to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured,

and (ii) any right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right

to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Section

4.9           Sufficiency of Funds.

Parent currently has, and at all times from and after the Agreement Date and through the Effective Time will have, available to it (without

taking into account any funds that would require a dividend to be paid to Parent from any of its Subsidiaries), and Parent will have

as of the Effective Time, sufficient cash, available lines of credit or other sources of funds at the Closing necessary to fund the payment

of the aggregate Merger Consideration, the Company RSA Merger Consideration and Company PSA Merger Consideration contemplated by this

Agreement and any other amounts required to be paid by it and Merger Subsidiary in connection with the consummation of the Transactions

and to perform the other obligations of Parent and Merger Subsidiary contemplated by this Agreement.

Section

4.10          Equity Commitment.

Concurrently with the execution of this Agreement, MAPFRE S.A. has delivered to Parent the duly executed Equity Commitment Letter, a

copy of which has been provided to the Company. The Equity Commitment Letter is in full force and effect as of the Agreement Date and

constitutes a valid and binding obligation of the parties thereto, enforceable against each party in accordance with its terms (subject

to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights

generally and general principles of equity). As of the Agreement Date, no event has occurred which, with or without notice, lapse of

time or both, would or would reasonably be expected to constitute a default or breach on the part of a party under the Equity Commitment

Letter.

Article

Covenants

Section

5.1             Access and Investigation.

Subject to the Confidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Effective

Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim

Period”), the Company shall, and shall cause the Company Subsidiaries to, upon reasonable advance notice to the Company

from Parent, use reasonable best efforts to, solely as may be necessary for Parent to prepare for Closing and the integration of the

Company following the Closing: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours

to the Company’s and the Company Subsidiaries’ books, records, Tax Returns, material operating and financial reports, work

papers, assets, officers, offices and other facilities, Contracts and other documents and information relating to the Company and the

Company Subsidiaries to the extent in the Company’s possession and (ii) provide Parent and Parent’s Representatives with

such copies of the books, records, Tax Returns, work papers, Contracts and other documents and information relating to the Company and

the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and the

Company Subsidiaries to the extent in the Company’s possession, as Parent may reasonably request; provided, however,

that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company and

in such a manner as not to interfere with the normal operation of the business of the Company and the Company Subsidiaries or create

risk of damage or destruction to any material assets or property. Notwithstanding the foregoing, any such access shall be subject to

the Company’s and the Company Subsidiaries’ security measures and insurance and privacy requirements. Information obtained

by Parent or Merger Subsidiary pursuant to this Section 5.1 will constitute “Evaluation Material” under the Confidentiality

Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the

Company or any Company Subsidiary to provide any access, permit any inspection or disclose any information that in the reasonable judgment

of the Company: (A) would violate the confidentiality terms of any Contract of the Company or the Company Subsidiaries with any third

party; (B) would or would reasonably likely result in a violation of applicable Law; or (C) would or would reasonably likely result in

the loss of a legal protection afforded by the attorney-client privilege or the attorney work product doctrine or similar privilege.

Section

5.2             Operation of the Company’s Business.

(a)

Except (i) as expressly contemplated, required or permitted by this Agreement, (ii) as required by applicable Law or

any Contract in effect as of the Agreement Date, (iii) as set forth in Section 5.2 of the Company Disclosure Schedules, or

(iv) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the

Interim Period, the Company shall, and shall cause the Company Subsidiaries to: (A) conduct its and their respective businesses in the

ordinary course in all material respects and (B) use commercially reasonable efforts to preserve intact in all material respects its

and their respective current business organizations, keep available the services of its and their respective key employees and maintain

in all material respects its and their respective relations and goodwill with the Persons having material business relationships with

the Company or the Company Subsidiaries.

(b)

Except (w) as expressly contemplated, required or permitted by this Agreement, (x) as required by applicable Law or

any Contract in effect as of the Agreement Date, (y) as set forth in Section 5.2 of the Company Disclosure Schedules, or

(z) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the Interim

Period, the Company shall not and shall cause the Company Subsidiaries not to:

(i)

declare, accrue, set aside or pay any dividend, make or pay any dividend or other distribution (whether in cash, stock, property

or otherwise) in respect of any shares of capital stock or any other Company or Company Subsidiary securities (other than (A) the payment

of dividends or distributions declared prior to the Agreement Date, (B) the declaration and payment by the Company of a regular quarterly

dividend per share of Company Common Stock in the ordinary course of business (and corresponding dividends, distributions or equivalents

with respect to the Company Equity Awards, as and if required by the terms thereof), (C) dividends or distributions resulting from the

vesting or settlement of, and payment of accrued dividends on, the Company Equity Awards, or (D) dividends or distributions paid in cash

from a direct or indirect wholly-owned Company Subsidiary to the Company or another direct or indirect wholly-owned Company Subsidiary);

adjust, split, combine or reclassify any capital stock or otherwise amend the terms of any Company or Company Subsidiary securities;

or acquire, redeem or otherwise reacquire or offer to acquire, redeem or otherwise reacquire any shares of capital stock or other securities,

in each case other than as provided in Section 5.2(b)(ii);

(ii)

sell, issue, grant or authorize the sale, issuance, or grant of any Equity Interests, other than the issuance of shares of Company

Common Stock as required pursuant to the exercise, vesting or settlement of Company Equity Awards, or the withholding of Company Common

Stock to satisfy Tax obligations pertaining to the vesting or settlement of Company Equity Awards that, in each case, are (A) outstanding

as of the Agreement Date and in accordance with the terms of the Company Equity Awards (as applicable) in existence as of the Agreement

Date, or (B) granted after the Agreement Date to the extent permitted by Section 5.2(b)(ii);

(iii)

except as otherwise contemplated by Section 1.5 amend or otherwise modify any of the terms of any outstanding Company Equity

Awards; provided, however, that the applicable performance levels under such Company Equity Awards may be determined in

accordance with their terms (including adjustments to account for non-recurring items and other items as determined appropriate by the

Company);

(iv)

amend or permit the adoption of any amendment to the Company Charter Documents;

(v)

subject to Section 5.3, acquire any Equity Interest of any other Person (other than any wholly-owned Subsidiaries), or

effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification

of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;

(vi)

enter into any Contract that would explicitly impose any material restriction on the right or ability of the Company or any Company

Subsidiary: (A) to compete with any other Person; (B) to perform services for or sell products to any other Person; (C) to transact business

with any other Person; or (D) to operate at any location in the world;

(vii)

enter into any Contract that would be a Company Material Contract if in effect as of the Agreement Date or materially amend or

terminate (other than expiration in accordance with its terms), or amend, modify, or waive any material right, remedy or default under,

any Company Material Contract;

(viii)

sell or otherwise dispose of, or lease or license any right, asset or property material to the Company and the Company Subsidiaries,

taken as a whole, to any other Person, except transactions in the ordinary course of business or dispositions of obsolete equipment and

similar assets;

(ix)

(A) lend money to any Person (other than advances to customers or Company Employees in the ordinary course of business); or (B)

guarantee any Indebtedness or incur any Indebtedness (other than guarantees and letters of credit provided to customers in the ordinary

course of business) except, in each case, any such Indebtedness that is (1) solely among the Company and any Company Subsidiary or (2)

drawdowns in the ordinary course of business under any of the Company or any Company Subsidiary’s existing credit facilities as

of the Agreement Date;

(x)

except as required pursuant to the terms of any Company Plan or other Contract in effect as of the Agreement Date, or as otherwise

may be required by Law, (A) provide for any material increase or acceleration, funding or waiver of services requirements with respect

to compensation or benefits payable to any current or former director, officer or employee of the Company or any of the Company Subsidiaries,

other than (1) with respect to any current officer or employee of the Company or any of the Company Subsidiaries below the Vice President

level in the ordinary course of business consistent with past practices, (2) cost of living adjustments required by applicable Law, (B)

grant or materially increase any material severance, termination, retention, change in control or similar compensation or benefits of

any current or former director, officer, or employee of the Company or any of the Company Subsidiaries, other than providing severance

in the ordinary course of business to Company Employees terminated other than for cause (as determined by the Company in its reasonable

discretion or as defined in any applicable Company Plan(s) or as required by applicable Law); (C) establish, adopt, enter into, amend

in any material respect or terminate any Company Plan or any CBA, other than: (1) annual renewals of Company Plans that are health or

welfare plans in the ordinary course of business, including corresponding benefit increases, (2) entry into offer letters or other employment

Contracts with new hires below the Vice President level, (3) entry into offer letters or other employment Contracts with new hires as

permitted pursuant to clause (D) below, (4) entry into consulting or contractor agreements in the ordinary course of business and terminable

upon thirty (30) days’ notice or less without material penalty, (5) making annual cash bonus and other cash incentive payments

based on actual or projected performance in the ordinary course of business and on the schedules and performance periods consistent with

past practice, including cash annual bonus and other cash incentive payments pursuant to existing bonus and cash incentive plans, (6)

the establishment of 2026 and subsequent year annual cash bonus plans (including the establishment of bonus targets and performance metrics)

in the ordinary course of business, or (7) amendments to Company Plans required by applicable Law or to maintain Tax-qualified status;

or (D) hire any employee at or above the Vice President level (except in order to fill any position that is vacant as of the Agreement

Date or which is vacated after the Agreement Date);

(xi)

(A) change any Tax accounting period or method, (B) make, change or revoke any material Tax election, (C) settle or compromise

any audit or proceeding in respect of any material Tax liabilities, (D) file any material amended Tax Return, (E) enter into any “closing

agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or foreign Law) with respect

to any material Tax, (F) surrender any right to claim a material Tax refund, (G) enter into any Tax indemnification, sharing, allocation,

reimbursement or similar agreement, arrangement or understanding (other than any customary and commercially reasonable Tax indemnification

provisions in Contracts entered into in the ordinary course of business a principal purpose of which is unrelated to Taxes), (H) consent

to the extension or waiver of the statutory period of limitations applicable to any material Taxes, (I) request any Tax ruling, (J) fail

to pay any material Taxes that are due and payable, (K) prepare any material Tax Return in a manner which is materially inconsistent

with past practice, unless otherwise required by applicable Law or (L) enter into any related party transactions among or between the

Company and one or more Company Subsidiary (or among or between any Company Subsidiaries) that are not conducted at arm’s length

and in compliance with applicable transfer pricing rules, including Section 482 of the Code and the Treasury Regulations promulgated

thereunder (and any similar provisions of state, local or foreign Tax Law);

(xii)

pay, discharge, waive or settle any claims involved in any Legal Proceeding, other than the payment, discharge, waiver or settlement

of claims under policies of insurance or reinsurance (A) in the ordinary course of business consistent with past practice, or (B) reflected

or reserved against in, or contemplated by, the Company’s financial statements or Company Insurance Subsidiary’s Statutory

Statements (or the notes to the Company’s financial statements or Company Insurance Subsidiary’s Statutory Statements) for

amounts not in excess of those so reflected or reserved;

(xiii)

enter into any new business line that is outside their existing businesses (or a business complementary thereto or a natural extension

thereof) or exit a business line that is a part of their existing businesses;

(xiv)

enter into any block reinsurance transaction;

(xv)

enter into any Contract or make any commitment related to real property that exceed $1,000,000 individually or in the aggregate;

(xvi)

enter into any Contract or make any commitment related to information technology hardware, systems or software that exceed $1,000,000

individually or in the aggregate;

(xvii)

enter into any Contract related to the marketing or sales of the Company’s or Company Subsidiaries’ business that

exceed $1,000,000 individually or in the aggregate;

(xviii)

other than as required by changes in SAP, GAAP or SEC rules and regulations, change any of its methods of financial accounting

or financial accounting practices in any material respect or materially alter any existing financial, underwriting, pricing, claims,

claims handling, risk retention, reserving, reinsurance, investment or actuarial practice, guideline or policy, or any material assumption

underlying an actuarial practice or policy; or

(xix)

authorize any of, or commit, or agree to take any of, the foregoing actions.

(c)

Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s

or the Company Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company

shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its respective

Subsidiaries’ businesses, assets, and operations.

Section

5.3             Acquisition Proposals.

(a)

No Solicitation. From and after the Agreement Date, the Company shall, and shall cause its Company Subsidiaries and its

and their respective Representatives to, immediately cease any discussions or negotiations with any parties that may then be ongoing

with respect to an Acquisition Proposal, and shall, and shall cause its Company Subsidiaries, directors and officers, and direct its

and their other respective Representatives to:

(i)

not initiate, solicit or knowingly encourage or knowingly facilitate, directly or indirectly, any inquiries or the making of any

proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (other than discussions solely

to clarify whether such proposal or offer constitutes an Acquisition Proposal or informing such Person of the provisions contained in

this Section 5.3(a));

(ii)

not engage in, continue or otherwise participate in, directly or indirectly, any discussions or negotiations regarding, or directly

or indirectly provide or disclose any non-public information or data to any Person relating to, any Acquisition Proposal or any proposal

or offer that would reasonably be expected to lead to an Acquisition Proposal (other than discussions solely to clarify whether such

proposal or offer constitutes an Acquisition Proposal or informing such Person of the provisions contained in this Section 5.3(a));

(iii)

not approve, endorse, recommend, execute or enter into any letter of intent, agreement in principle, term sheet, memorandum of

understanding, merger agreement, acquisition agreement or other similar Contract relating to an Acquisition Proposal (other than an Acceptable

Confidentiality Agreement) (an “Alternative Acquisition Agreement”).

(b)

Exceptions. Notwithstanding anything to the contrary in this Agreement, at any time from the Agreement Date and prior to

the time the Company Stockholder Approval is obtained, the Company and its Representatives may:

(i)             provide

information in response to a request therefor by a Person who has made an Acquisition Proposal if the Company did not materially violate

Section 5.3(a) in respect of such Person and receives from such Person an Acceptable Confidentiality Agreement, and promptly (and

in any event within twenty-four (24) hours thereafter) makes available to Parent (A) written copies of such Acquisition Proposal and

any other materials provided by such Person and (B) any material non-public information concerning the Company or the Company Subsidiaries

that the Company provides to any such Person that was not previously made available to Parent;

(ii)             engage

or participate in any discussions or negotiations with any Person who has made such an Acquisition Proposal; or

(iii)

after having complied with Section 5.3(a), authorize, adopt, approve, recommend or otherwise declare advisable or execute

or enter into or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such Acquisition Proposal,

if and only to the extent that, (A) prior to taking any action described in clause (i), (ii) or (iii) above, the Company Board determines

in good faith, after consultation with outside counsel, that failure to take such action would be reasonably likely to be inconsistent

with the directors’ fiduciary duties under applicable Law, (B) in each such case referred to in clause (i), (ii) or (iii) above,

the Company Board determines in good faith, after consultation with outside counsel, based on the information then available that such

Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal, and (C) prior to

taking any action described in clause (iii) above, the Company Board also determines in good faith, after consultation with outside counsel,

that such Acquisition Proposal is a Superior Proposal.

(c)

No Change of Recommendation or Alternative Acquisition Agreement. Except as expressly permitted in Section 5.3(d),

the Company Board and each committee of the Company Board shall not:

(i)

(A) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify) the Company Board Recommendation

with respect to the Merger, (B) approve, adopt or recommend (publicly or otherwise) an Acquisition Proposal, (C) fail to include the

Company Board Recommendation in the Proxy Statement, or (D) fail to recommend, in a solicitation/recommendation statement on Schedule

14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange

Act (other than any tender offer or exchange offer by Parent or Merger Subsidiary) promptly, and in any event within five (5) Business

Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being

understood and agreed that any communication made in accordance with Section 5.3(e)(ii), or the failure by the Company Board to

take a position with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication

is made or such position is taken prior to the fifth (5th) Business Day after the commencement (within the meaning of Rule 14d-2 under

the Exchange Act) of such tender offer or exchange offer) (any action described in clauses (A) through (D), a “Change of

Recommendation”); or

(ii)

cause or permit the Company or any Company Subsidiary to enter into an Alternative Acquisition Agreement (other than any Acceptable

Confidentiality Agreement) relating to any Acquisition Proposal.

(d)

Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, (i)

at any time prior to the time the Company Stockholder Approval is obtained, the Company Board may make a Change of Recommendation (A)

in connection with a Superior Proposal or (B) other than in connection with an Acquisition Proposal, in response to a Change occurring

after the Agreement Date that was not known by the Company Board prior to the Agreement Date (an “Intervening Event”),

in either case of (A) or (B), only if the Company Board determines in good faith following consultation with outside counsel that the

failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable

Law and (ii) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (i), the Company may also terminate

this Agreement pursuant to Section 7.1(f) to enter into an Alternative Acquisition Agreement with respect to the applicable Superior

Proposal; provided, however, that neither the Company Board nor the Company shall take any of the foregoing actions unless:

(i)

the Company did not materially violate Section 5.3(a) in respect of such Superior Proposal;

(ii)

the Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four

(4) Business Days in advance (the “Notice Period”) to the effect that the Company Board intends to take such

action and specifying in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action

is proposed to be taken in connection with a Superior Proposal, providing the material terms and conditions of any such proposal (including,

if applicable, copies of any written proposals or offers, including proposed agreements and the identity of the Person making the proposal)

(it being understood and agreed that the delivery of a Determination Notice shall not, in and of itself, be deemed a Change of Recommendation);

(iii)

the Company shall have during the Notice Period negotiated with Parent and its Representatives in good faith (to the extent Parent

desires to negotiate) to make such adjustments in the terms and conditions of this Agreement such that with respect to any such action

to be taken in connection with (A) an Acquisition Proposal, such Acquisition Proposal ceases to constitute a Superior Proposal (provided,

however, that in the event of any material revision to the terms of such Superior Proposal, the Company shall be required to deliver

a new Determination Notice to Parent (it being understood that the Notice Period in respect of such new Determination Notice will be

three (3) Business Days) and to comply with the requirements of this Section 5.3(d) with respect to such new Determination Notice

and the revised Superior Proposal contemplated thereby) or (B) an Intervening Event, the Company Board could no longer make a determination

that taking such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law;

and

(iv)

at or following the end of such Notice Period, the Company Board shall have determined in good faith based on the information

then available that with respect to any such action to be taken in connection with (A) an Acquisition Proposal, such Acquisition Proposal

continues to constitute a Superior Proposal, or (B) an Intervening Event, the Company Board continues to make a determination that taking

such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law, in each case

taking into account (and in consultation with outside counsel) any revisions to this Agreement made or proposed in writing by Parent

prior to the time of such determination pursuant to clause (iii) above.

(e)

Certain Permitted Disclosure. Nothing contained in this Section 5.3 shall be deemed to prohibit the Company or the

Company Board from (i) complying with its disclosure obligations under applicable Law with regard to an Acquisition Proposal, including

taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the

Exchange Act (or any similar communication to the Company’s stockholders), or (ii) making any “stop-look-and-listen”

communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to

the Company’s stockholders); provided, however, that the Company Board shall not make a Change of Recommendation

except in accordance with Section 5.3(d).

(f)

Existing Discussions. From and after the Agreement Date and subject to Section 5.3(b) and Section 5.3(d),

the Company agrees that it will (i) cease and cause to be terminated any activities, discussions or negotiations with any parties conducted

with respect to any Acquisition Proposal, (ii) cease providing any information to any such Person or its Representatives, (iii) terminate

all access granted to any such Person and its Representatives to any physical or electronic data room and (iv) seek to have returned

to the Company or destroyed any material non-public information concerning the Company that was furnished to any Person with whom a confidentiality

agreement was entered into after January 1, 2026 in connection with its consideration of an Acquisition Proposal, and such confidentiality

agreement is still in effect as of the Agreement Date.

Section

5.4             Proxy Filing.

(a)

The Company shall prepare and file with the SEC, as promptly as reasonably practicable after the Agreement Date, and use reasonable

best efforts to file no later than thirty (30) Business Days after the Agreement Date, a proxy statement in preliminary form relating

to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”)

and, subject to Section 5.3, shall include the Company Board Recommendation in the Proxy Statement. Each of Parent and the Company

shall provide the other with the information contemplated by Section 5.6(b) and shall otherwise reasonably assist and cooperate

with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution

of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. The Company will provide Parent and

its Representatives with a reasonable opportunity to review and comment on the Proxy Statement and any other relevant documentation and

shall consider in good faith any comments on each such document that are reasonably proposed by Parent and its Representatives.

(b)

The Company shall promptly notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of

any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies

of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement and will

provide Parent and its counsel the reasonable opportunity to review and comment on the Company’s proposed response thereto, and

the Company will consider in good faith the comments reasonably proposed by Parent and its Representatives. The Company and Parent shall

each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received in respect of the

Proxy Statement by the Company, and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable

(and, in any event, no later than five (5) Business Days) after the date the SEC staff advises that it has no further comments thereon

or that the Company may commence mailing the Proxy Statement. The Company shall ensure that the Proxy Statement complies in all material

respects with the provisions of the Exchange Act (and the rules and regulations promulgated thereunder). If at any time prior to the

Stockholders Meeting, any fact, event or circumstance relating to the Company or Parent or any of their respective Affiliates is discovered

by the Company or Parent, which such fact, event or circumstance is required, pursuant to the Exchange Act, to be set forth in an amendment

or supplement to the Proxy Statement, (i) the applicable party shall promptly inform the other parties hereto and (ii) the Company shall

promptly amend or supplement the Proxy Statement to include disclosure of such fact, event or circumstance. The Company shall use reasonable

best efforts to solicit proxies in favor of the Company Stockholder Approval.

(c)

Each of Parent, Merger Subsidiary and the Company agrees to correct any information provided by it for use in the Proxy Statement

which shall have become materially false or misleading.

Section

5.5             Stockholders Meeting.

Notwithstanding anything to the contrary in this Agreement and subject to Section 5.4(a), the Company shall take, in accordance

with applicable Law and the Company Charter Documents, all action necessary to convene and hold a meeting of the stockholders of the

Company Common Stock (the “Stockholders Meeting”) to consider and vote upon the adoption of this Agreement

as promptly as reasonably practicable and in any event not more than thirty-five (35) Business Days after the filing of the definitive

Proxy Statement. Following the mailing of the Proxy Statement pursuant to Section 5.4, the date of the Stockholders Meeting may

not be changed, and the Stockholders Meeting may not otherwise be adjourned or postponed, without the consent of Parent (not to be unreasonably

withheld, conditioned or delayed) or as required by applicable Law; provided, however, that the Company may, without the

written consent of Parent, adjourn, recess or postpone the Stockholders Meeting (a) if the Company believes in good faith after consultation

with its outside proxy solicitors that it will not receive proxies sufficient to obtain the Company Stockholder Approval, whether or

not a quorum is present (provided that, the Company may not, without the prior written consent of Parent (not to be unreasonably withheld,

delayed or conditioned), adjourn or postpone the Stockholders Meeting more than ten (10) Business Days on any single occasion), (b) if

it is necessary to adjourn or postpone the Stockholders Meeting to ensure that any required supplement or amendment to the Proxy Statement

is delivered, or (c) if and to the extent such adjournment or postponement of the Stockholders Meeting is required by Law.

Section

5.6             Filings; Other Actions; Notification.

(a)

Cooperation. The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries

and Affiliates, to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done

all things, necessary, proper or advisable under this Agreement and applicable Laws, including the Regulatory Laws, to consummate and

make effective the Merger as soon as practicable after the Agreement Date, including (x) preparing and filing as promptly as practicable

any filings required under applicable Regulatory Laws (and in any event shall make appropriate filings pursuant to the HSR Act within

fifteen (15) Business Days of the Agreement Date) and all documentation needed to effect all necessary notices, reports and other filings

to, and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable

to be obtained from, any third party and/or any Governmental Authority in order to consummate the Merger and the other Transactions;

(y) preparing and filing as promptly as practicable the Form A; and (z) executing and delivering any additional instruments necessary

to consummate the Merger and the other Transactions and to fully carry out the purposes of this Agreement; provided that Parent shall

in no event later than twenty-five (25) Business Days after the Agreement Date file the Form A. The Company and Parent will each request

early termination of the waiting period with respect to the Merger under the HSR Act and applicable Regulatory Laws, in each case, where

available. Parent shall be responsible for all filing fees payable to a Governmental Authority in connection with all filings pursuant

to Regulatory Laws hereunder. The Company and Parent, and their respective Subsidiaries and Representatives, shall, unless prohibited

by applicable Law or the applicable Governmental Authority, (i) keep one another promptly apprised of any communications with a Governmental

Authority concerning the Merger or any of the other Transactions; (ii) respond as promptly as practicable to all requests for additional

information from a Governmental Authority under any Regulatory Law concerning the Merger or any of the other Transactions; (iii) to the

extent practicable, provide each other in advance, with a reasonable opportunity for review and comment, and consider in good faith

any such comments, on drafts of contemplated substantive communications with any Governmental Authority concerning the Merger or any

of the other Transactions; and (iv) provide each other advance notice of all substantive meetings, conferences, or discussions with

a Governmental Authority concerning the Merger or any of the other Transactions, and, unless prohibited by the Governmental Authority,

permit one another to attend and participate therein either directly or through counsel. Subject to applicable Laws relating to the exchange

of information, and subject to reasonable confidentiality considerations, Parent and the Company shall have the right to review reasonably

in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection

with, any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the

Merger and the other Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly

as practicable. Nothing in this Agreement shall require the Company or the Company Subsidiaries to take or agree to take any action with

respect to its assets, business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. Notwithstanding

the foregoing, neither Parent nor the Company may extend any waiting period, withdraw any filing or enter into any agreement or understanding

with any Governmental Authority without the prior written consent of the other party, which consent shall not be unreasonably withheld,

conditioned or delayed.

(b)

Information. Subject to applicable Laws, the Company and Parent each shall, upon request by the other, furnish the other

with all information concerning itself, its respective Affiliates, directors, officers and stockholders and such other matters, in each

case, as may be reasonably necessary or advisable in connection with the Proxy Statement, the HSR Act, any other applicable Regulatory

Laws or any other statement, filing, notice or application made by or on behalf of Parent, Merger Subsidiary, the Company or any of their

respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Merger, and shall provide the other

party with final copies of any filings made with a Governmental Authority. To the extent necessary to comply with applicable Laws or

to protect reasonable confidentiality considerations, the parties may exchange information hereunder on an outside-counsel-only, or outside-consultant-only,

basis.

(c)

Status. Subject to applicable Laws and the instructions of any Governmental Authority, the Company and Parent each shall

keep the other apprised of the status of matters relating to completion of the Merger, including promptly furnishing the other with copies

of filings, submissions, notices or other communications sent or received by Parent or its Affiliates, Merger Subsidiary, the Company

or the Company Subsidiaries, as the case may be, to or from any third party and/or any Governmental Authority with respect to the Transactions.

(d)

Regulatory Matters. Notwithstanding anything to the contrary in this Agreement, and without limiting the generality of

the other undertakings pursuant to this Section 5.6, but in any event subject to Section 5.6(f), each of the Company and

Parent shall use their respective reasonable best efforts to take or cause to be taken (and each shall cause their respective Subsidiaries

and Affiliates to take or cause to be taken) the following actions:

(i)

the prompt provision to each and every federal, state, local or foreign court or Governmental Authority with jurisdiction over

enforcement of any applicable Regulatory Laws (“Government Regulatory Entity”) of non-privileged information

and documents requested by any Government Regulatory Entity that are necessary, proper or advisable to permit consummation of the Transactions,

including complying with any Request for Additional Information issued under the HSR Act by the Federal Trade Commission or Antitrust

Division of the U.S. Department of Justice and, with respect to the Form A, any request for information and documents or amendment of

the Form A by the Massachusetts Commissioner of Insurance;

(ii)

any and all steps to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination

or judgment that would, or would reasonably be expected to, delay, restrain, prevent, enjoin or otherwise prohibit consummation of the

Transactions, including by defending in good faith through litigation on the merits and appealing any claim asserted in any court, agency

or other proceeding by any Governmental Authority in connection with the Regulatory Laws, seeking to delay, restrain, prevent, enjoin

or otherwise prohibit consummation of such Transactions; and

(iii)

in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law

is entered, issued or enacted, or becomes reasonably foreseeable to be entered, issued or enacted, in any proceeding, review or inquiry

of any kind that would make consummation of the Transactions in accordance with the terms of this Agreement unlawful or that would delay,

restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions, any and all steps (including the appeal thereof, the

posting of a bond or the taking of the steps contemplated by clause (ii) of this paragraph (d)) necessary to resist, vacate, modify,

reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination,

decree or enactment so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement.

(e)

Subject to the requirement to use reasonable best efforts as set forth in this Section 5.6, Parent shall (i) control the

overall strategy with respect to the Transactions under the Regulatory Laws, including the right to determine the strategy and timing

for any such filings, submissions, communications and meetings and the defense of any claim and (ii) take the lead in all meetings and

communications with any Governmental Regulatory Entity; provided, that Parent shall consult with the Company prior to making any filings

or submissions to any applicable Governmental Regulatory Entity and consider in good faith the views of the Company and keep the Company

informed of the status of such matters.

(f)

Notwithstanding anything to the contrary in this Agreement, including Section 5.6(d), in no event shall Parent or its Subsidiaries

(including Merger Subsidiary and, after the Closing, the Surviving Corporation and its Subsidiaries) or Affiliates be required to agree

to, or the Company be permitted to agree to, (i) any prohibition of or limitation on its or their ownership (or any limitation that would

affect its or their operation) of any portion of their respective businesses or assets, including after giving effect to the Transactions,

(ii) divest, hold separate or otherwise dispose of any portion of its or their respective businesses or assets, including after giving

effect to the Transactions, (iii) any limitation on its or their ability to effect the Merger, or the ability of the Parent (or Merger

Subsidiary) or its or their respective Subsidiaries to acquire or hold or exercise full rights of ownership of any capital stock of the

Company or any Company Subsidiary, or (iv) any other limitation on its or their ability to effectively control their respective businesses

or any limitation that would affect its or their ability to control their respective operations, including after giving effect to the

Transactions.

(g)

Notwithstanding anything to the contrary set forth in this Agreement, neither the Company nor any of the Company Subsidiaries

will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased

or accelerated payments) or the provision of additional security (including a guaranty), in connection with the Merger, including in

connection with obtaining any consent pursuant to any Contract, in each case, unless such payment, consideration or security is contingent

upon the occurrence of the Closing.

(h)

Parent shall not, and shall cause its Affiliates not to, enter into, agree to enter into, or consummate any Contracts or any arrangements

for an acquisition (by stock purchase, merger, consolidation, purchase of assets, license or otherwise) of any ownership interest, equity

interests, assets or rights in or of any Person, in each case, that would reasonably be expected to, individually or in the aggregate,

(i) prevent, materially delay or materially impede the obtaining of, or adversely affect in any material respect the ability of Parent,

the Company or any of their respective Affiliates to procure, any authorizations, consents, orders, declarations or approvals of any

Governmental Authority or the expiration or termination of any applicable waiting period necessary to consummate the Transactions, including

the Merger, (ii) materially increase the risk of any Governmental Authority entering an order, ruling, judgment or injunction prohibiting

the consummation of the Transactions, including the Merger, or (iii) cause Parent, the Company or any of their respective Affiliates

to be required to obtain any additional clearances, consents, approvals and waivers under any Laws with respect to the Merger and the

other Transactions.

Section

5.7             Stock Exchange De-listing.

Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all

actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules

and policies of Nasdaq to enable the delisting by the Surviving Corporation of the Company Common Stock from Nasdaq and the deregistration

of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Section

5.8             Public Announcements.

The initial press release regarding this Agreement shall be a joint press release in a form agreed to by the parties hereto. Thereafter,

the Company and Parent each shall consult with the other prior to them or their Affiliates issuing any press releases or otherwise making

public statements with respect to this Agreement, the Merger and the other Transactions and shall not issue (and not have their respective

Affiliates issue) any such press release or make any such public statement without the prior consent of the other party (which shall

not be unreasonably withheld, conditioned, or delayed); provided, that a party may, without the prior consent of the other party,

issue such press release or make such public statement (a) so long as such statements are consistent with previous public statements

made in compliance with this Agreement or otherwise agreed to between the Company and Parent or (b) after prior consultation (to the

extent practicable in the circumstances) to the extent required by Law or by obligations pursuant to any listing agreement with or rules

of any national securities exchange or interdealer quotation service or by the request of any Governmental Authority. None of the limitations

set forth in this Section 5.8 shall apply to the disclosure of any information or communications (i) by the Company regarding

an Acquisition Proposal or from and after a Change of Recommendation effected in accordance with Section 5.3, or by Parent in

response thereto, or (ii) in connection with any dispute between the parties relating to this Agreement or the Transactions.

Section

5.9             Directors and Officers Exculpation,

Indemnification and Insurance.

(a)

Existing Agreements and Protections. The Surviving Corporation and Parent shall (and Parent shall cause the Surviving Corporation

and the Company Subsidiaries to) honor and fulfill in all respects the indemnification, exculpation, and advancement obligations of the

Company and the Company Subsidiaries to any of their respective current or former directors and officers and any person who becomes a

director or officer of the Company or any of the Company Subsidiaries prior to the Effective Time (the “Indemnified Persons”)

for any matters arising out of acts or omissions occurring at or prior to the Effective Time, or matters by reason of an Indemnified

Person’s status as such, in each case as provided in the Company Charter Documents, the certificate of incorporation and bylaws

(or other similar organizational documents) of the Company Subsidiaries, any prior charter or bylaw provision that may apply under Section

145(f) of the DGCL, and any indemnification or other agreement between any Indemnified Person and the Company or any Company Subsidiary

in effect as of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary

of the Effective Time, the Surviving Corporation and Parent shall (and Parent shall cause the Surviving Corporation and the Company Subsidiaries

to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and the

Company Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect

to any matters arising out of acts or omissions at or prior to the Effective Time, or matters by reason of an Indemnified Person’s

service for or status with the Company or any of the Company Subsidiaries, that are at least as favorable to the Indemnified Persons

as the indemnification, exculpation and advancement of expenses provisions set forth in the Company Charter Documents, the certificate

of incorporation and bylaws (or other similar organizational documents) of the Company Subsidiaries as of the Agreement Date, and any

indemnification or other agreement between any Indemnified Person and the Company or any Company Subsidiary, and such provisions shall

not be repealed, amended or otherwise modified (whether by operation of Law or otherwise) in any manner adverse to any Indemnified Person

except as required by applicable Law.

(b)

Indemnification. Without limiting the generality of the provisions of Section 5.9(a), during the period commencing

at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and Surviving Corporation shall (and Parent

shall cause the Surviving Corporation and the Company Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against

any costs, fees and expenses (including a duty to advance and indemnify for attorneys’ fees and investigation expenses), judgments,

fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or

inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises

directly or indirectly out of or pertains directly or indirectly to any action or omission or alleged action or omission in such Indemnified

Person’s capacity as a director, officer, employee or agent of the Company or any of the Company Subsidiaries or other Affiliates

for any matters arising out of acts or omissions occurring, or an Indemnified Person’s status as such, at or prior to the Effective

Time; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified

Person delivers to Parent a written notice asserting a claim for indemnification or advancement under this Section 5.9(b), then

the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully

and finally resolved. In the event of any such claim, the Surviving Corporation shall pay and/or advance all reasonable fees and expenses

of any counsel retained by an Indemnified Person promptly after statements therefor are received.

(c)

Insurance. Prior to the Effective Time, the Company shall be permitted to purchase a six-year “tail” prepaid

policy on the Company’s current or renewal directors’ and officers’ liability insurance or reasonable replacement insurance

policies with insurers at the Company’s sole discretion (“D&O Insurance”); provided that the maximum

aggregate annual premium for such “tail” insurance policies shall not exceed 300% of the aggregate annual premium payable

by the Company for coverage pursuant to its most recent renewal under the D&O Insurance. The Surviving Corporation shall (and Parent

shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their

respective obligations thereunder.

(d)

Successors and Assigns. If the Surviving Corporation (or Parent) or any of its successors or assigns shall (i) consolidate

with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger,

or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions

shall be made so that the successors and assigns of the Surviving Corporation (or Parent) shall assume all of the obligations of the

Surviving Corporation (or Parent) set forth in this Section 5.9.

(e)            No

Impairment; Third-Party Beneficiaries. The obligations set forth in this Section 5.9 shall not be terminated, amended or otherwise

modified in any manner that adversely affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance

or the “tail” policy referred to in Section 5.9(c) (and their heirs and representatives)) without the prior written

consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail”

policy referred to in Section 5.9(c) (and their heirs and representatives). Each of the Indemnified Persons or other persons who

are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 5.9(c) (and their heirs

and representatives) are intended to be third-party beneficiaries of this Section 5.9, with full rights of enforcement as if a

party thereto. The rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail”

policy referred to in Section 5.9(c) (and their heirs and representatives)) under this Section 5.9 shall be in addition

to, and not in substitution for, any other rights that such persons may have under the Company Charter Documents, the certificate of

incorporation and bylaws (or other similar organizational documents) of the Company Subsidiaries, and any indemnification or other agreement

between any Indemnified Person and the Company or any Company Subsidiary, or applicable Law (whether at law or in equity).

(f)

Joint and Several Obligations. The obligations and liability of the Surviving Corporation, Parent and their respective

Subsidiaries under this Section 5.9 shall be joint and several.

(g)

Preservation of Other Rights. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or

impair any indemnification, advancement, exculpation, or insurance rights of Indemnified Persons, and any such rights are primary rights

and not secondary to, limited by, or adversely affected by any Indemnified Person’s rights under any policy of insurance.

Section

5.10         Transaction Litigation.

During the Interim Period, the Company shall promptly notify Parent of all Legal Proceedings commenced or threatened in writing

against the Company or any of the Company Subsidiaries, in each case, in connection with, arising from or otherwise relating to the Merger

or any of the other Transactions (“Transaction Litigation”) (including by providing copies of all pleadings

with respect thereto) and thereafter keep Parent reasonably informed with respect to the status thereof. The Company shall (a) give Parent

the opportunity (at Parent’s sole expense and subject to a customary joint defense agreement) to participate in the defense, settlement

or prosecution of any Transaction Litigation; and (b) consult with Parent with respect to the defense, settlement and prosecution of

any Transaction Litigation and consider in good faith any views of Parent. Further, the Company may not compromise, settle or come to

an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any Transaction Litigation unless Parent

has consented thereto in writing (which consent will not be unreasonably withheld, conditioned or delayed). For purposes of this Section

5.10, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions

with respect to the Transaction Litigation by the Company (to the extent that the attorney-client privilege between the Company and its

counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation,

and the Company shall consider in good faith all such comments and suggestions, but will not be afforded any decision-making power or

other authority over such Transaction Litigation except for the settlement or compromise consent set forth above.

Section

5.11         Rule 16b-3.

Parent, Merger Subsidiary and the Company shall take all such steps as may be required to cause the Transactions, and any other dispositions

of equity securities (including derivative securities) of the Company resulting from the Transaction by each individual who is or will

be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule

16b-3 promulgated under the Exchange Act.

Section

5.12         Employee Matters.

(a)

For purposes of this Section 5.12, (i) the term “Covered Employees” means employees who

are employed by the Company or any Company Subsidiary as of immediately prior to the Effective Time (including employees who are on vacation,

a paid or unpaid leave of absence or long-term or short-term disability at such time); and (ii) the term “Continuation

Period” means the period beginning at the Effective Time and ending on the first anniversary of the Effective Time.

(b)

During the Continuation Period, Parent shall, or shall cause the Surviving Corporation or any Company Subsidiary to, provide to

each Covered Employee for so long as such Covered Employee remains employed by Parent, the Surviving Corporation or any Company Subsidiary

during the Continuation Period: (i) base salary or base wages, as applicable, that are substantially comparable to the base salary or

base wages provided to such Covered Employee immediately prior to the Effective Time; (ii) cash bonus, commission opportunities, or other

incentive compensation that are substantially comparable to the cash bonus, commission opportunities, or other incentive compensation

provided to such Covered Employee immediately prior to the Effective Time; (iii) retirement benefits and health and welfare benefits

(excluding any defined benefit pension plan) that are no less favorable than the retirement benefits and health and welfare benefits

provided to such Covered Employee immediately prior to the Effective Time; and (iv) to the extent provided to similarly situated employees

of Parent and its Affiliates, equity or equity-based compensation opportunities that are no less favorable in the aggregate than the

equity or equity-based compensation opportunities that are provided to such similarly situated employees of Parent and its Affiliates.

Without limiting the generality of the foregoing, Parent agrees that during the Continuation Period, it will cause each Covered Employee

whose employment is terminated by Parent, the Surviving Corporation or any Company Subsidiary without cause (or, if applicable, who resigns

for good reason as defined in any applicable Company Plan) to be provided with severance benefits that are no less favorable than the

greater of the severance benefits (x) provided immediately prior to the Closing, including pursuant to the Company’s severance

benefits practices or any Company Employee Agreement applicable to the Covered Employee, or (y) made available to similarly situated

employees of Parent or its Affiliates; provided, that Parent may condition such payments and benefits upon the execution by the

applicable Covered Employee of a commercially standard release of claims in a form reasonably satisfactory to Parent.

(c)

Parent shall, or shall cause the Surviving Corporation or any Company Subsidiary to, honor and assume, or shall cause to be honored

and assumed, the terms of all Company Plans, subject to the amendment and termination provisions thereof. The Surviving Corporation shall

maintain and continue the Company cash bonus and other cash incentive plans set forth on Section 5.12(c) of the Company Disclosure

Schedules with the same terms as in effect immediately prior to the Effective Time for the remainder of the 2026 calendar year, except

to the extent amendments or modifications thereto are required by Law.

(d)

In the event any Covered Employee first becomes eligible to participate under any employee benefit plan, program, policy, or arrangement

of Parent or the Surviving Corporation or any of their respective Subsidiaries (“Parent Employee Benefit Plan”)

following the Effective Time, Parent shall, or shall cause the Surviving Corporation to make commercially reasonable efforts to: (i) waive

any preexisting condition exclusions and waiting periods with respect to participation and coverage requirements applicable to any Covered

Employee under any Parent Employee Benefit Plan providing medical, dental, or vision benefits to the same extent such limitation would

have been waived or satisfied under the Company Employee Benefit Plan the Covered Employee participated in immediately prior to coverage

under the Parent Employee Benefit Plan and (ii) provide each Covered Employee with credit for any copayments and deductibles paid

prior to the Covered Employee’s coverage under any Parent Employee Benefit Plan during the calendar year in which such amount was

paid, to the same extent such credit was given under the Company Employee Benefit Plan in which the Covered Employee participated in

immediately prior to coverage under the Parent Employee Benefit Plan, in satisfying any applicable deductible or out-of-pocket requirements

under the Parent Employee Benefit Plan.

(e)

As of the Effective Time, Parent shall recognize, or shall cause the Surviving Corporation and their respective Subsidiaries to

recognize, all service of each Covered Employee prior to the Effective Time, to the Company (or any predecessor entities of the Company

or any of the Company Subsidiaries) for all purposes, including vesting, eligibility, vacation and other paid time off accrual, (but

excluding benefit accrual purposes under any defined benefit pension plan or retiree medical benefits) to the same extent as such Covered

Employee was entitled, before the Effective Time, to credit for such service under any similar Company Plan in which such Covered Employee

participated immediately prior to the Effective Time. In no event shall anything contained in this Section 5.12(e) result in any

duplication of benefits for the same period of service.

(f)

Parent shall not, and shall cause the Surviving Corporation and their respective Subsidiaries not to, at any time prior to ninety-one

(91) days after the Closing Date, effectuate a “mass layoff” or “plant closing” as such terms are defined in

the WARN Act and in any foreign, state or local equivalent Law.

(g)

As of the Effective Time, the Company shall take all actions necessary and appropriate to (i) terminate the Safety Insurance Company

Executive Incentive Compensation Plan effective as of the Effective Time (the “Non-Qualified Deferred Compensation Plan”)

each such in accordance with the terms of such Non-Qualified Deferred Compensation Plan and applicable Law, including Section 409A of

the Code and the Treasury Regulations promulgated thereunder (“Section 409A”); and (ii) provide that all account

balances under the Non-Qualified Deferred Compensation Plan (including applicable earnings and losses through the date of payment in

accordance with the terms of the Non-Qualified Deferred Compensation Plan) will be fully vested and paid upon the earlier of (A) a date

within seven (7) days prior to the one-year anniversary of the Closing and (B) the date such amounts are payable in accordance with the

terms of the Non-Qualified Deferred Compensation Plan, in each case subject to the requirements of Section 409A. Parent will cause

the Company to continue to maintain the rabbi trust applicable to the Non-Qualified Deferred Compensation Plan with assets sufficient

to pay all accrued benefits due at the time of payment. Without limiting the generality of the foregoing, the Company shall, to the extent

any payment or benefit under the Non-Qualified Deferred Compensation Plan is payable on account of a participant’s separation from

service, if such participant is a “specified employee” (within the meaning of Section 409A of the Code and Treasury Regulation

§ 1.409A-1(i)), such payment or benefit shall not be made earlier than the date that is six (6) months after the date of such separation

from service (or, if earlier, the date of the participant’s death), and shall be paid or commence on the first day following the

end of such six-month period (or, if later, the otherwise applicable payment date) and all payments made pursuant to this Section

5.12(g) shall be made in compliance with the timing requirements of Section 409A. The Company shall provide Parent with a reasonable

opportunity to review and provide reasonable comment, which the Company will consider in good faith, on any resolutions, amendments,

notices, or other documents necessary to effectuate the acceleration and termination contemplated by this Section 5.12(g).

(h)

The Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day

prior to the Effective Time, any Company Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of

the Code (a “Company 401(k) Plan”), in each case, subject to applicable Laws. The Parent shall cause a tax-qualified

defined contribution savings plan established by Parent to accept from each Company 401(k) Plan the “direct rollover” of

the entire account balance (including, the in-kind rollover of promissory notes evidencing participant loans) of each Covered Employees

who participated in a Company 401(k) Plan as of the day prior to the Effective Time and who elects such direct rollover in accordance

with the terms of the Company 401(k) Plan and the Code. The Company shall provide to Parent prior to the Effective Date written evidence

of the adoption by the Company Board of the Company (or such Person authorized to take such actions) of resolutions authorizing the termination

of such Company 401(k) Plan (the form and substance of which shall be subject to the prior reasonable review of Parent), effective contingent

upon and no later than the day prior to the Effective Time. If the distributions of assets from the trust of any Company 401(k) Plan

that is terminated pursuant to this Section 5.12(h) are reasonably anticipated to cause or result in liquidation charges, surrender

charges or other fees to be imposed upon the account of any participant or beneficiary of such Company 401(k) Plan or upon the Company

or any participating employer, then the Company shall take such actions as are necessary to estimate the amount of such charges or other

fees and provide its estimate of that amount in writing to Parent at least three (3) Business Days prior to the Effective Date.

(i)

Without limiting the generality of Section 8.4, nothing in this Section 5.12 shall (i) be construed to limit the

right of Parent, the Company, or any of the Company Subsidiaries (including, following the Effective Time, the Surviving Corporation)

to amend or terminate any Company Plan or other employee benefit or compensation plan, program, agreement or arrangement to the extent

such amendment or termination is permitted by the terms of the applicable plan, (ii) be construed as an amendment to any Company Plan

or other employee benefit or compensation plan, program, agreement or arrangement, or (iii) be construed to require Parent, the Company,

or any of the Company Subsidiaries (including, following the Effective Time, the Surviving Corporation) to retain the employment of any

particular Person for any fixed period of time following the Effective Time.

Section

5.13         Confidentiality.

The parties hereto acknowledge that Parent and the Company have previously executed a nondisclosure agreement, dated as of May 15, 2026

(as amended, the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force

and effect in accordance with its terms, except as expressly modified herein. All information subject to the Clean Team Agreement

shall remain so subject.

Section

5.14         Obligations of Merger Subsidiary.

Parent shall take all action necessary to cause Merger Subsidiary and the Surviving Corporation to perform their respective obligations

under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in

this Agreement. Parent and Merger Subsidiary will be jointly and severally liable for the failure by either of them to perform and discharge

any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.

Section

5.15         Parent Vote.

Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger

Subsidiary, will execute and deliver to Merger Subsidiary and the Company a written consent approving the Merger in accordance with the

DGCL.

Section

5.16         Equity Commitment Letter.

Subject to the terms and conditions set forth herein and therein, Parent will obtain the financing contemplated by the Equity Commitment

Letter, upon the satisfaction or waiver of the conditions to the Closing set forth in Section 6.1 and Section 6.2

(other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof).

Parent shall take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain

the financing contemplated by the Equity Commitment Letter, including fully enforcing MAPFRE S.A.’s obligations (and the rights

of Parent) under the Equity Commitment Letter, including (at the request of the Company) by filing one or more lawsuits against MAPFRE

S.A. to fully enforce MAPFRE S.A.’s obligations (and the rights of Parent) thereunder.

Section

5.17         Takeover Statutes.

If any “takeover law” is or may become applicable to the Merger or the other Transactions, the Company and the Company Board

shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable

on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such

transactions.

Article

Conditions to Merger

Section

6.1             Conditions to Each Party’s Obligation

to Effect the Merger. The respective obligations of each

party to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof)

of each of the following conditions at or prior to the Closing:

(a)

Company Stockholder Approval. The Company Stockholder Approval shall have been obtained.

(b)             Governmental

Approvals. The waiting periods (and any extensions thereof) applicable to the consummation of the Merger under the HSR Act shall

have expired or been terminated, and the approval of the Massachusetts Commissioner of Insurance pursuant to M.G.L. c. 175, §

206B and each of the consents, approvals, authorizations and clearances of, and expirations or terminations of waiting periods (and

any extensions thereof) from the Governmental Authorities as set forth on Section 6.1(b) of the Company Disclosure Schedules

(each, a “Governmental Approval”) shall have been duly obtained, made or received, as applicable.

(c)

No Legal Prohibition. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, entered,

enforced or deemed applicable to the Merger any applicable Law, or issued or granted any Order (whether temporary, preliminary or permanent)

(any such Law or Order, a “Legal Restraint”), that is in effect and that has the effect of making the Merger

illegal or which has the effect of prohibiting, enjoining, preventing or restraining the consummation of the Merger.

Section

6.2             Additional Parent and Merger Subsidiary

Conditions. The obligations of Parent and Merger Subsidiary

to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or

prior to the Closing:

(a)

Compliance with Agreements and Covenants. The Company shall have performed, or complied with, in all material respects,

its agreements, the covenants and other obligations required by this Agreement to be performed or complied with by the Company at or

prior to the Closing.

(b)

Accuracy of Representations and Warranties.

(i)

The representations and warranties of the Company contained in this Agreement (other than those specified in (ii)-(iv) below)

shall be true and correct at and as of the Agreement Date and at and as of the Closing (without regard to any qualifications therein

as to materiality or Company Material Adverse Effect), as though made at and as of such time (except, in each case, for those representations

and warranties which address matters only as of a particular date (which representations shall have been true and correct in all material

respects as of such particular date)), except for such failures to be true and correct as would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect.

(ii)              The

representations and warranties of the Company set forth in Section 3.2(a) shall be true and correct in all respects at and as

of the Agreement Date and at and as of the Closing as though made at and as of such time (except, in each case, for those representations

and warranties which address matters only as of a particular date (which representations shall have been true and correct in all material

respects as of such particular date)), except where the failure to be so true and correct in all respects would not reasonably be expected

to result in additional cost, expense or liability to the Company, Parent and their respective Affiliates, individually or in the aggregate,

of more than $10,000,000.

(iii)

The representations and warranties of the Company set forth in Section 3.1, Section 3.2(b)-(c), Section 3.3,

and Section 3.8 that (A) are not subject to qualifications based on a “Company Material Adverse Effect” or any

other materiality qualifications based on the word “material” or similar phrases (but not dollar thresholds) shall be true

and correct in all material respects and (B) are subject to qualifications based on a “Company Material Adverse Effect”

or any other materiality qualifications based on the word “material” or similar phrases (but not dollar thresholds) shall

be true and correct in all respects, in each case at and as of the Agreement Date and at and as of the Closing (except, in each case,

for those representations and warranties which address matters only as of a particular date (which representations shall have been true

and correct in all material respects as of such particular date)).

(iv)

The representations and warranties of the Company set forth in Section 3.6(b) shall be true and correct in all respects

at and as of the Agreement Date and at and as of the Closing as though made at and as of such time.

(c)

Receipt of Officers’ Certificate. Parent shall have received a certificate, signed for and on behalf of the Company

by an executive officer of the Company, confirming the satisfaction of the conditions set forth in Section 6.2(a) and Section

6.2(b).

Section

6.3             Additional Company Conditions.

The obligations of the Company to consummate the Merger shall be further subject to the satisfaction (or waiver by the Company) of each

of the following conditions at or prior to the Closing:

(a)

Compliance with Agreements and Covenants. Parent and Merger Subsidiary shall have performed, or complied with, in all material

respects all of their respective agreements, covenants and obligations required by this Agreement to be performed or complied with by

each of them at or prior to the Closing.

(b)

Accuracy of Representations and Warranties. The representations and warranties of Parent and Merger Subsidiary set forth

in Article IV shall be true and correct at and as of the Agreement Date and at and as of the Closing (without regard to any qualifications

therein as to materiality or Parent Material Adverse Effect) as though made at and as of such time (or, if made as of a specific date,

at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or

in the aggregate, a Parent Material Adverse Effect.

(c)

Receipt of Officers’ Certificate. The Company shall have received a certificate, signed for and on behalf of Parent

and Merger Subsidiary by an executive officer of each of Parent and Merger Subsidiary, confirming the satisfaction of the conditions

set forth in Section 6.3(a) and Section 6.3(b).

Article

VII

Termination

Section

7.1             Termination.

This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after receipt

of the Company Stockholder Approval (except as provided herein), only as follows:

(a)

by mutual written agreement of Parent and the Company; or

(b)

by either Parent or the Company if the Effective Time shall not have occurred on or before July 23, 2027 (the “Termination

Date”); provided, that if the Closing shall not have occurred by the Termination Date but on that date any of the

conditions set forth in Section 6.1(b) or Section 6.1(c) (as it relates to any Regulatory Law) shall not be satisfied but

all other conditions shall have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing),

then the Termination Date shall automatically be extended to January 23, 2028, and such date shall become the Termination Date for purposes

of this Agreement; provided, further, however, that the right to terminate this Agreement pursuant to this Section

7.1(b) shall not be available to any party hereto whose failure to perform or comply with any obligation under this Agreement has

been the principal cause of, or resulted in, the failure of the Effective Time to have occurred on or before the Termination Date; or

(c)

by either Parent or the Company if the Stockholders Meeting shall have been held and concluded and the Company Stockholder Approval

shall not have been obtained thereat or at any adjournment or postponement thereof; or

(d)

by either Parent or the Company if any Legal Restraint permanently restraining, enjoining or otherwise prohibiting consummation

of the Merger shall become final and nonappealable; or

(e)

by the Company, in the event that (i) the Company has not then materially breached this Agreement and (ii) (A) any or

all of Parent or Merger Subsidiary shall have breached, failed to perform or violated their respective covenants or agreements under

this Agreement, or (B) any of the representations and warranties of Parent or Merger Subsidiary set forth in this Agreement shall

have become inaccurate, and in either case of clause (A) or clause (B), where such breach, failure to perform, violation or

inaccuracy (I) would result in the failure of any of the conditions set forth in Section 6.3(a) or Section 6.3(b) to

be satisfied, and (II) is not capable of being cured by the Termination Date or, if capable of being cured by the Termination Date,

is not cured by Parent and Merger Subsidiary before the earlier of (x) the Business Day immediately prior to the Termination Date

and (y) the 30th calendar day following receipt of written notice from the Company of such breach, failure to perform, violation

or inaccuracy; or

(f)

by the Company, at any time prior to the time the Company Stockholder Approval is obtained, if (i) the Company Board authorizes

the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (subject to complying in all material

respects with the terms of Section 5.3 with respect to such Superior Proposal); and (ii) the Company pays to Parent (or its designee)

the Company Termination Fee in accordance with Section 7.4(b)(ii); or

(g)

by Parent, in the event that (i) neither Parent nor Merger Subsidiary has then materially breached this Agreement and (ii) (A)

the Company shall have breached, failed to perform or violated its covenants or agreements under this Agreement, or (B) any of the

representations and warranties of the Company set forth in this Agreement shall have become inaccurate, and in either case of clause (A)

or clause (B) where such breach, failure to perform, violation or inaccuracy (I) would result in the failure of any of the

conditions set forth in Section 6.2(a) or Section 6.2(b) to be satisfied, and (II) is not capable of being

cured by the Termination Date or, if capable of being cured by the Termination Date, is not cured by the Company before the earlier of

(x) the Business Day immediately prior to the Termination Date and (y) the 30th calendar day following receipt of written notice

from Parent of such breach, failure to perform, violation or inaccuracy; or

(h)

by Parent, at any time prior to the time the Company Stockholder Approval is obtained, in the event that the Company Board (or

any committee thereof) shall have effected and not withdrawn a Change of Recommendation.

Section

7.2             Notice of Termination.

A party validly terminating this Agreement pursuant to Section 7.1 (other than Section 7.1(a)) shall deliver a written

notice to the other party setting forth the specific basis for such termination and the specific provision of Section 7.1 pursuant

to which this Agreement is being terminated. A valid termination of this Agreement pursuant to Section 7.1 (other than Section

7.1(a)) shall be effective upon delivery of the foregoing written notice to the other parties hereto.

Section

7.3             Effect of Termination.

In the event of a valid termination of this Agreement pursuant to Section 7.1, this Agreement shall be of no further force

or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, manager, officer, employee,

agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the

Confidentiality Agreement, the Equity Commitment Letter, the Clean Team Agreement, Section 5.8, Section 5.13, this Section

7.3, Section 7.4 and Article VIII (and any related definitions contained in any such Sections or Article), each of

which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve a party hereto from liability for such

party’s fraud or Willful Breach in connection with this Agreement, in which case the aggrieved party shall be entitled to all rights

and remedies available at law or in equity, which the parties acknowledge and agree will not be limited to reimbursement of expenses

or out-of-pocket costs and may include the benefit of the bargain lost by the non-breaching party (including damages based

on loss of the economic benefits of the Transactions to holders of shares of Company Common Stock and holders of Company Equity Awards,

including loss of premium offered to such holders) or for the obligation to pay the Company Termination Fee or Parent Termination Fee,

as applicable, if otherwise payable in accordance with this Agreement. For purposes of this Agreement, “Willful Breach”

means a breach of this Agreement that is a consequence of an act or omission undertaken by the breaching party with the knowledge that

the taking of or the omission of taking such act would, or would reasonably be expected to, cause or constitute a breach of this Agreement.

Section

7.4             Termination Fees.

(a)

Parent Termination Fee. If (A) the Company or Parent terminates this Agreement pursuant to Section 7.1(b) or Section 7.1(d);

and (B) at the time of such termination, all of the conditions under Article VI have been satisfied or waived other than (1) the

conditions set forth in Section 6.1(b) and Section 6.1(c) (to the extent that such Governmental Approval or Legal Restraint

relates to any Regulatory Law) and (2) any such conditions which by their nature are to be satisfied at the Closing, then Parent shall

pay to the Company a fee equal to $111,755,169 (the “Parent Termination Fee”) by wire transfer of immediately

available funds to an account or accounts designated in writing by the Company, with such payment to be made (x) in the case of

Parent’s termination of this Agreement, prior to or concurrently with, and as a condition to, such termination, or (y) in

the case of the Company’s termination of this Agreement, within two (2) Business Days of such termination.

(b)

Company Termination Fee.

(i)

In the event that (A) this Agreement is terminated pursuant to Section 7.1(c), (B) following the execution of this Agreement and

prior to the time at which a vote is taken on the adoption of this Agreement at the Stockholders Meeting (or an adjournment or postponement

thereof) an offer or proposal for a Competing Acquisition Transaction is publicly announced or becomes publicly known and is not publicly

withdrawn prior to the Stockholders Meeting, and (C) within twelve (12) months following the termination of this Agreement pursuant to

Section 7.1(c), the foregoing Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition

Agreement with respect to a Competing Acquisition Transaction and such Competing Acquisition Transaction is subsequently consummated,

then, within two (2) Business Days after the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent

(or its designee) the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in

writing by Parent. “Company Termination Fee” means an amount equal to $46,243,518.

(ii)

In the event that this Agreement is terminated pursuant to Section 7.1(f), then substantially concurrently with such termination

of this Agreement, the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available

funds to an account or accounts designated in writing by Parent.

(iii)

In the event that this Agreement is terminated pursuant to Section 7.1(h), then within two (2) Business Days after demand

by Parent (or its designee), the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of immediately

available funds to an account or accounts designated in writing by Parent.

(iv)

The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination

Fee on more than one occasion, whether or not the Company Termination Fee may be payable under more than one provision of this Agreement

at the same or at different times and the occurrence of different events.

(c)

Recovery. Parent, Merger Subsidiary and the Company hereby acknowledge and agree that the covenants set forth in this Section

7.4 are an integral part of this Agreement and the Merger, and that, without these agreements, Parent, Merger Subsidiary and the

Company would not have entered into this Agreement. Accordingly, if the Company or Parent fails to promptly pay any amounts due pursuant

to Section 7.4 and, in order to obtain such payment, the Company or Parent commences a Legal Proceeding that results in a judgment

against the Company or Parent for the amount set forth in this Section 7.4 or any portion thereof, such non-prevailing party will

pay to such other party its out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs) in connection with

such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate equal to the prime rate as published

in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such

payment or portion thereof was actually received, plus 2% per annum, or a lesser rate that is the maximum permitted by applicable Law.

Each of the parties agrees that the damages resulting from termination of this Agreement under circumstances where a Company Termination

Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant

to clauses (a) and (b) of this Section 7.4 are not a penalty but rather constitute liquidated damages in a reasonable amount that

will compensate the Company or Parent, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating

this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions. Without limiting the

rights of specific performance pursuant to Section 8.5(c) or any other rights to recovery prior to termination of this Agreement,

if this Agreement is terminated in accordance with Section 7.1 and Parent is entitled to receive the Company Termination

Fee pursuant to Section 7.4(b) or the Company is entitled to receive the Parent Termination Fee pursuant to Section

7.4(a), the Company Termination Fee or the Parent Termination Fee, as applicable, shall, subject to Section 8.5(c), and

except in the event of fraud or Willful Breach, be the sole and exclusive remedy for monetary damages available to the applicable party

and its Affiliates, on the one hand, against the other party and its former, current and future holders of any equity, directors, officers,

employees, agents, Affiliates, or other Representatives, on the other hand, for any loss suffered as a result of any breach of any representation,

warranty, covenant or agreement in this Agreement, the Equity Commitment Letter or the Transactions.

Article

VIII

Miscellaneous Provisions

Section

8.1             Amendment or Supplement.

Subject to applicable Law, this Agreement may be amended by the parties hereto at any time only by execution and delivery of an instrument

in writing signed on behalf of each of Parent, Merger Subsidiary and the Company, and any other purported amendment shall be null and

void; provided, however, that after the Company Stockholder Approval shall have been obtained, no amendment shall be made

to this Agreement that requires the further approval of such stockholders of the Company without such further approval.

Section

8.2             Extension of Time, Waiver, etc.

At any time prior to the Effective Time, either the Company, on the one hand, or Parent and Merger Subsidiary, on the other hand, may,

subject to applicable Law: (a) waive any inaccuracies in the representations and warranties of any other party hereto; (b) extend the

time for the performance of any of the obligations or acts of any other party hereto; or (c) to the extent permitted by applicable Law,

waive compliance by the other party with any of the agreements or other covenants contained in this Agreement; provided, however,

that after adoption of this Agreement by the holders of Company Common Stock (if applicable), no waiver shall be made which would pursuant

to applicable Law require further approval by such holders without obtaining such further approval. Notwithstanding the foregoing, no

failure or delay by the Company, Parent or Merger Subsidiary in exercising any right hereunder shall operate as a waiver of rights, nor

shall any single or partial exercise of such rights preclude any other or further exercise of such rights or the exercise of any other

right hereunder. Any agreement on the part of the Company, Parent or Merger Subsidiary to any such extension or waiver shall be valid

only if set forth in an instrument in writing signed and delivered on behalf of the Company or Parent, as applicable, and any other purported

extension or waiver shall be null and void.

Section

8.3             No Survival.

None of the representations, warranties, agreements and covenants in this Agreement or in any instrument delivered pursuant to this Agreement

shall survive the Closing. Notwithstanding the foregoing, this Section 8.3 shall not limit the survival of any covenant

or agreement of the parties hereto contained in this Agreement which by its terms contemplates performance in whole or in part after

the Closing.

Section

8.4             Entire Agreement; No Third-Party Beneficiary.

This Agreement, including the exhibits hereto, the Company Disclosure Schedules and the documents and instruments relating to the Merger

referred to in this Agreement, including the Confidentiality Agreement, the Equity Commitment Letter and the Clean Team Agreement, constitutes

the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect

to the subject matter of this Agreement, provided, however, the Confidentiality Agreement, the Equity Commitment Letter

and the Clean Team Agreement shall not be superseded, shall survive any termination of this Agreement and shall continue in full force

and effect until the earlier to occur of (a) the Effective Time and (b) the date on which the Confidentiality Agreement, the Equity Commitment

Letter or the Clean Team Agreement, as applicable, is terminated in accordance with its terms. Notwithstanding the foregoing or any other

provision of this Agreement to the contrary, the Company Disclosure Schedules and the Parent Disclosure Schedules are “facts ascertainable”

as that term is used in Section 251(b) of the DGCL, and do not form part of this Agreement but instead operate upon the terms of this

Agreement as provided herein. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT,

NEITHER PARENT AND MERGER SUBSIDIARY, ON THE ONE HAND, NOR THE COMPANY, ON THE OTHER HAND, MAKES ANY REPRESENTATIONS OR WARRANTIES, AND

EACH PARTY HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED), AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER

INFORMATION MADE OR MADE AVAILABLE BY ITSELF OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO, OR IN CONNECTION WITH, THE

NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER

OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. This

Agreement is not intended, and shall not be deemed, to create any agreement of employment with any person, to confer any rights or remedies

upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party

beneficiary hereto, except (i) with respect to the Indemnified Persons who are express third-party beneficiaries of Section 5.9,

(ii) from and after the Effective Time, the rights of the holders of Company Common Stock and Company Equity Awards to receive the Merger

Consideration, the Company RSA Merger Consideration and the Company PSA Merger Consideration payable in accordance with Section 1.3

and Section 1.5, and (iii) prior to the Effective Time, the Company shall have the right, on behalf of the holders of shares of

Company Common Stock or Company Equity Awards (each of which are express third-party beneficiaries of this Agreement to the extent required

for this provision to be enforceable) to pursue claims for damages (which may include, if proven and as determined by a court of competent

jurisdiction, damages based on the loss of the economic benefits of the Merger to holders of shares of Company Common Stock and Company

Equity Awards, taking into account the amount of Merger Consideration and the loss of premium offered to such holders) under this Agreement

in the event of a breach of this Agreement by Parent or Merger Subsidiary (provided, that the Company shall have the sole and

exclusive right to enforce the rights granted under this clause (iv) as agent for such holders of shares of Company Common Stock and

Company Equity Awards, and any amounts received by the Company in connection therewith may be (x) distributed, in whole or in part, by

the Company to the holders of shares of Company Common Stock of record as of any date determined by the Company or (y) retained by the

Company for the use and benefit of the Company on behalf of the holders of shares of Company Common Stock and Company Equity Awards in

any manner the Company deems fit).

Section

8.5             Applicable Law; Jurisdiction.

(a)

THIS AGREEMENT SHALL BE DEEMED TO BE MADE AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON,

ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE MERGER, SHALL BE INTERPRETED,

CONSTRUED AND GOVERNED IN ALL RESPECTS BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT

OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES. The parties hereto hereby irrevocably submit to the personal jurisdiction

of the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts

of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and enforcement

of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to

in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or

proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action,

suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that

this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims

relating to such action, suit or proceeding shall be heard and determined in such courts. The parties hereto hereby consent to and grant

any such court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute

and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section

8.9 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

(b)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY

LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT. EACH PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK

TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES

THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.5.

(c)

The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy

would occur in the event that the parties hereto do not perform the provisions of this Agreement (including any party hereto failing

to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or

otherwise breach such provisions. The parties hereto acknowledge and agree that: (i) the parties hereto will be entitled, in addition

to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief

to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (ii) the

provisions of Section 7.4 are not intended to and do not adequately compensate the parties hereto for the harm that would result

from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any party’s right to

an injunction, specific performance and other equitable relief; and (iii) the right to an injunction, specific enforcement and other

equitable relief is an integral part of the Transactions and without that right, none of the parties hereto would have entered into this

Agreement.

(d)

The parties hereto hereby agree not to raise any objections to the availability of the equitable remedy of specific performance

to prevent or restrain breaches or threatened breaches of this Agreement by any party hereto, and to specifically enforce the terms and

provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations

of any party under this Agreement. Any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to

enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection

with such injunction or enforcement, and each party hereto irrevocably waives any right that it may have to require the obtaining, furnishing

or posting of any such bond or other security. The parties hereto further agree that (i) by seeking the remedies provided for in this

Section 8.5, a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to

a party under this Agreement in the event that this Agreement has been terminated or in the event that the remedies provided for in this

Section 8.5 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 8.5 shall require

any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance

under this Section 8.5 prior or as a condition to exercising any termination right under Article VII (and pursuing damages

after such termination), nor shall the commencement of any Legal Proceeding pursuant to this Section 8.5 or anything set forth

in this Section 8.5 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article

VII or pursue any other remedies under this Agreement that may be available then or thereafter.

(e)

Notwithstanding anything to the contrary in this Agreement, to the extent any party hereto brings an action, suit or proceeding

to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to specifically enforce any

provision that expressly survives termination of this Agreement) when expressly available to such party pursuant to the terms of this

Agreement, the Termination Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of

such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding.

Section

8.6             Non-Reliance.

(a)

Parent and Merger Subsidiary hereby acknowledge and agree (each for itself and on behalf of its Affiliates and Representatives)

that, as of the Agreement Date, Parent, Merger Subsidiary and their respective Affiliates and Representatives (i) have received full

access to (A) such books and records, facilities, equipment, contracts and other assets of the Company that Parent and Merger Subsidiary

and their respective Affiliates and Representatives, as of the Agreement Date, have requested to review and (B) the electronic data room

hosted by the Company in connection with the Transactions (the “Electronic Data Room”), and (ii) have had the

full opportunity to meet with the management of the Company and to discuss the business and assets of the Company.

(b)

In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary and their respective Affiliates

and Representatives, Parent and Merger Subsidiary and their respective Affiliates and Representatives have received and may continue

to receive after the Agreement Date from the Company and its Affiliates and Representatives certain estimates, projections, forecasts

and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations.

Parent and Merger Subsidiary hereby acknowledge and agree that: (i) there are uncertainties inherent in attempting to make such

estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger

Subsidiary are familiar; (ii) Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the

adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans,

so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking

information or business plans); and (iii) Parent and Merger Subsidiary hereby waive any claim against the Company or any Company

Subsidiaries, or any of their respective Affiliates or Representatives with respect to any information described in this Section 8.6

and have relied solely on the results of their own independent investigation and on the representations and warranties made by the Company

and contained in Article III. Accordingly, Parent and Merger Subsidiary hereby acknowledge and agree that none of the Company

nor any Company Subsidiaries, or any of their respective Affiliates or Representatives, has made or is making any express or implied

representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including

the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

(c)

Except as and only to the extent expressly set forth in the representations and warranties made by the Company and contained in

Article III, Parent and Merger Subsidiary hereby acknowledge and agree that neither the Company nor any Company Subsidiaries,

or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation

or warranty with respect to the Company or Company Subsidiaries or their respective business or operations, including with respect to

any information provided or made available to Parent, Merger Subsidiary or any of their respective Affiliates or Representatives or any

other Person.

Section

8.7             Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto,

in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties hereto, and any

attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will

be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Section

8.8             Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or

provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that

any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination

shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a

term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term

or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted

to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable

term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable

term or provision.

Section

8.9             Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed

to have been given (a) when delivered by hand (with proof of delivery); (b) when received by the addressee if sent by a nationally recognized

overnight courier (receipt requested); or (c) on the date sent by e-mail (notice deemed given upon transmission so long as there is no

return error message or other notification of non-delivery received by the sender) if sent during normal business hours of the recipient,

and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective

parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this

Section 8.9):

to Parent or Merger Subsidiary:

MAPFRE

U.S.A. CORP.

211 Main Street

Webster, MA 01570

Email: Jaime Tamayo

Attention: ******

with

a copy to (which copy shall not constitute notice):

Hogan Lovells Cadwalader US LLP

390 Madison Avenue

New

York, New York 10017

Attention: Peter

Cohen-Millstein

Adrienne Ellman

Email: ******

******

to the Company:

Safety

Insurance Group, Inc.

20 Custom House Street

Boston, MA 02110

Email: ******

Attention: Geroge M. Murphy

with

copies to (which copies shall not constitute notice):

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th Floor

New York, NY 10020

Attention: Christopher

P. Giordano

Carina Meleca

Email: ******

******

Section

8.10         Fees and Expenses.

Except as expressly provided for in this Agreement, all fees and expenses shall be paid by the party incurring such fees or expenses,

whether or not the Merger is consummated.

Section

8.11         Construction.

(a)

For purposes of this Agreement, whenever the context requires: (i) the singular number shall include the plural, and vice versa;

(ii) the masculine gender shall include the feminine and neuter genders; (iii) the feminine gender shall include the masculine and neuter

genders; and (iv) the neuter gender shall include the masculine and feminine genders.

(b)

The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting

party shall not be applied in the construction or interpretation of this Agreement.

(c)

As used in this Agreement, (i) the words “include” and “including,” and variations thereof, shall not

be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation,” (ii) the

word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends,

and such phrase shall not mean simply “if,” (iii) the word “or” shall not be exclusive, (iv) the word “will”

shall be construed to have the same meaning as the word “shall” and (v) the words “herein,” “hereof”

and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any

particular provision hereof.

(d)

Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended

to refer to Sections of this Agreement and Exhibits to this Agreement. The headings contained in this Agreement and in the table of contents

to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(e)

The phrases “made available to,” “provided to,” “furnished to,” by the Company, and phrases

of similar import when used in this Agreement, unless the context otherwise requires, means that a copy of the information or material

referred to (i) has been provided by the Company to Parent, including by means of being provided for review in the Electronic Data Room,

in connection with this Agreement or (ii) has been filed by the Company in the Electronic Data Gathering, Analysis, and Retrieval (EDGAR)

Database for the SEC.

(f)

When calculating the period of time before which, within which or after which any act is to be done or step taken pursuant to

this Agreement, (i) the date that is the reference date in calculating such period shall be excluded and (ii) if the last day of such

period is not a Business Day, the period in question shall end on the next succeeding Business Day. All references in this Agreement

to a number of days are to such number of calendar days unless Business Days are specified.

(g)

Unless otherwise specifically indicated, any reference in this Agreement to $ means U.S. dollars.

(h)

References to a Person are also to its permitted successors and assigns.

Section

8.12         Counterparts; Signatures.

This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original but all of which together

shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto

and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed

and delivered by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by

any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such

means.

Signature page follows.

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be executed as of the Agreement Date by their respective officers thereunto duly authorized.

MAPFRE U.S.A. CORP.

By:

/s/ Jaime Tamayo

Name:

Jaime Tamayo

Title:

President and Chief Executive Officer

SPLASH MERGER SUB, INC.

By:

/s/ Jaime Tamayo

Name:

Jaime Tamayo

Title:

President and Chief Executive Officer

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be executed as of the Agreement Date by their respective officers thereunto duly authorized.

SAFETY INSURANCE GROUP, INC.

By:

/s/ George M. Murphy

Name:

George M. Murphy

Title:

President and Chief Executive Officer

EXHIBIT A

DEFINITIONS

1.1       Cross

Reference Table. The following terms defined elsewhere in this Agreement in the Sections set forth below will have the respective

meanings therein defined.

Terms

Definition

Agreement Date

Preamble

Agreement

Preamble

Alternative Acquisition Agreement

Section 5.3(a)(iii)

Book-Entry Share

Section 1.2(a)

Capitalization Date

Section 3.2(a)

CBAs

Section 3.14

Certificate

Section 1.2(a)

Change

Section 3.6

Change of Recommendation

Section 5.3(c)(i)(A)

claim

Section 4.8

Closing Date

Section 1.1(b)

Closing

Section 1.1(b)

Company

Preamble

Company Board Recommendation

Section 3.3(b)

Company Board

RECITALS

Company Charter Documents

Section 3.1

Company Disclosure Schedules

Article III

Company Financial Advisor

Section 3.8

Company Insurance Subsidiary

Section 3.18(a)(i)

Company Material Contract

Section 3.16(a)

Company Owned Software

Section 3.13(g)

Company Preferred Stock

Section 3.2(a)

Company PSA Merger Consideration

Section 1.5(b)

Company Reinsurance Contract

Section 3.18(e)

Company RSA Merger Consideration

Section 1.5(a)

Company SEC Reports

Article III

Company Stockholder Approval

Section 3.3(a)

Company Subsidiaries

Section 3.1

Company Termination Fee

Section 7.4(b)

Confidentiality Agreement

Section 5.13

Continuation Period

Section 5.12(a)

Covered Employees

Section 5.12(a)

D&O Insurance

Section 5.9(c)

debt

Section 4.8

Determination Notice

Section 5.3(d)(ii)

DGCL

Section 1.1(a)

Dissenting Shares

Section 1.4

DPA

Section 3.12(d)

Effective Time

Section 1.1(c)

Electronic Data Room

Section 8.6(a)

Equity Commitment Letter

RECITALS

Exchange Agent

Section 1.3(a)

Exchange Fund

Section 1.3(a)

FLSA

Section 3.14(b)

Governmental Approval

Section 6.1(b)

Governmental Regulatory Entity

Section 5.6(d)(i)

Indemnified Persons

Section 5.9(a)

Insurance Regulator

Section 3.18(a)(ii)

Insurance Regulatory Laws

Section 3.18(a)(ii)

Interim Period

Section 5.1

Intervening Event

Section 5.3(d)

Latest Balance Sheet Date

Section 3.5(e)

Leased Real Property

Section 3.17(b)

Legal Restraint

Section 6.1(c)

Merger Consideration

Section 1.2(a)

Merger Subsidiary

Preamble

Merger

RECITALS

Misconduct Allegation

Section 3.14(f)

Non-Qualified Deferred Compensation Plan

Section 5.12(g)

Notice Period

Section 5.3(d)(ii)

Parent

Preamble

Parent Disclosure Schedules

Article IV

Parent Employee Benefit Plan

Section 5.12(d)

Parent Termination Fee

Section 7.4(a)

Permits

Section 3.12(c)

Privacy Laws

Section 3.13(h)

Producers

Section 3.20

Proxy Statement

Section 5.4(a)

Regulatory Laws

Section 3.3(c)

SAP

Section 3.18(b)

SEC

Article III

Section 409A

Section 5.12(g)

Solvent

Section 4.8

Statutory Statements

Section 3.18(b)

Stockholders Meeting

Section 5.5

Surviving Corporation

Section 1.1(a)

Termination Date

Section 7.1(b)

Transaction Litigation

Section 5.10

Voting Agreements

RECITALS

WARN Act

Section 3.14(e)

Willful Breach

Section 7.3

1.2       Certain

Definitions. The following terms, as used herein, have the following meanings, which meanings shall be applicable equally

to the singular and plural of the terms defined:

“Acceptable Confidentiality

Agreement” means a confidentiality agreement with the Company that contains provisions (other than with respect to any

immaterial provisions) that are not less favorable to the Company in any material respect than the terms of the Confidentiality Agreement.

“Acquisition

Proposal” means any bona fide written offer, proposal or similar indication of interest contemplating or otherwise relating

to an Acquisition Transaction (other than an offer, proposal or similar indication of interest by Parent, Merger Subsidiary or one of

Parent’s other Subsidiaries).

“Acquisition

Transaction” means any transaction or series of related transactions (other than the Transactions) involving: (a)

any acquisition or purchase by any Person, directly or indirectly, of more than twenty percent (20%) of any class of outstanding voting

or equity securities of the Company, or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would

result in such Person beneficially owning more than twenty percent (20%) of any class of outstanding voting or equity securities of the

Company; (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other

similar transaction involving the Company and any Person that, if consummated, would result in such Person beneficially owning more than

twenty percent (20%) of any class of outstanding voting or equity securities of the Company; or (c) any sale, lease, exchange, transfer

or other disposition to any Person of more than twenty percent (20%) of the consolidated assets, revenue or net income of the Company

and the Company Subsidiaries (with assets being measured by the fair market value thereof); provided that, for the avoidance of doubt,

all references to “Person” in this definition shall include any “group” as defined pursuant to Section 13(d)

of the Exchange Act but shall exclude Parent or any of its Affiliates or Representatives.

“Affiliate”

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such Person. The term “control” (including the terms “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Antitrust Law”

means the Sherman Act, 15 U.S.C. §§ 1-7, as amended, the Clayton Act, 15 U.S.C. §§ 12-27, 29 U.S.C. §§

52-53, as amended, the Federal Trade Commission Act, as amended, the HSR Act, and all other federal, state and foreign statutes, rules,

regulations, and administrative and judicial doctrines, including merger control Laws, prohibiting, limiting, or promulgated or intended

to govern conduct having the purpose or effect of monopolization, restraint of trade, or substantial lessening of competition.

“Business

Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Boston, Massachusetts

or New York, New York are authorized or required by Law to be closed for business; provided, that “Business Day”

shall also mean any day except Saturday, Sunday or any other day on which commercial banks located in Madrid, Spain are authorized or

required by Law to be closed for business for purposes of Section 1.1.

“Business

Systems” means all Software, computer hardware (whether general or special purpose), electronic data processing

systems, information technology systems, record keeping systems, communications systems, telecommunications systems, networks, interfaces,

platforms, servers, peripherals, and computer systems that are owned or controlled by the Company or any Company Subsidiary and used

in the conduct of the Company’s or Company Subsidiaries’ businesses.

“Clean Team Agreement”

means that certain clean team letter agreement dated June 30, 2026, by and between Parent and the Company.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended.

“Company

Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company

Employee” means any current employee or officer of the Company or any of the Company Subsidiaries.

“Company Employee

Agreement” means any written employment, consulting, bonus, incentive, deferred compensation, equity or equity-based compensation,

severance, termination, retention, transaction bonus, change in control, or other similar Contract, other than any Company Employee Benefit

Plan, currently in effect between: (a) the Company or any Company Subsidiaries and (b) any current or former Company Employee or

director or other individual service provider of the Company or any Company Subsidiary who is a natural person.

iii

“Company Employee

Benefit Plan” means (a) each “employee benefit plan” (as such term is defined in ERISA § 3(3)); and (b)

each other employee benefit plan, program, policy or arrangement, including any retirement, post-retirement, paid time-off, deferred

compensation, profit sharing, unemployment compensation, welfare, fringe benefit, bonus, incentive, equity or equity-based compensation,

severance, termination, retention, transaction bonus, change in control plan, program, policy or arrangement (whether or not subject

to ERISA § 3(3)) currently maintained, adopted, sponsored, contributed or required to be contributed to by the Company or any Company

Subsidiary with respect to any current or former employee, officer or director of the Company or any of the Company Subsidiaries or any

beneficiary or dependent thereof or with respect to which the Company or any of the Company Subsidiaries would reasonably be expected

to have any material liability, but excluding (i) any plan, policy, program, arrangement or agreement in jurisdictions other than the

U.S. solely to the extent the benefits provided thereunder are required to be provided by statute and (ii) any Company Employee Agreement.

“Company

Equity Awards” means the Company RSAs and Company PSAs.

“Company ERISA

Affiliate” means any Entity with which the Company or any Company Subsidiary is considered a single employer under Section

414(b), (c) or (m) of the Code.

“Company Intellectual

Property” means all of the Intellectual Property Rights owned or purported to be owned by the Company or any Company Subsidiary.

“Company

Material Adverse Effect” means any Change that, individually or in the aggregate, has or would be reasonably expected to

have a material adverse effect on the business, operations, condition (financial or otherwise) or results of operations of the Company

and the Company Subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed, either

alone or in combination, to constitute or contribute to, and none of the following shall be taken into account in determining whether

there is, or would reasonably be expected to be, a Company Material Adverse Effect:

(a)       general

economic or political conditions (or changes or disruptions in such conditions) in the United States or any other country or region in

the world, or conditions in the global economy generally, except to the extent such Changes have a disproportionate effect on

the Company and its Company Subsidiaries, taken as a whole, relative to others in the industries in which the Company and any of its

Company Subsidiaries operate;

(b)       conditions

(or changes or disruptions in such conditions) generally affecting the industries in which the Company or Company Subsidiaries operate,

except to the extent such Changes have a disproportionate effect on the Company and its Company Subsidiaries, taken as a whole, relative

to others in the industries in which the Company and any of its Company Subsidiaries operate;

(or changes or disruptions in such conditions) in the securities markets, capital markets, credit markets, currency markets or other

financial markets in the United States or any other country or region in the world, including (i) changes in interest rates in the United

States or any other country or region in the world and changes in exchange rates for the currencies of any countries, and (ii) any suspension

of trading in equity, debt, derivative or hybrid securities, or securities generally on any securities exchange or over-the-counter market

operating in the United States or any other country or region in the world, except to the extent such Changes have a disproportionate

effect on the Company and its Company Subsidiaries, taken as a whole, relative to others in the industries in which the Company

and any of its Company Subsidiaries operate;

(d)       any

declines in the market price or trading volume of the Company Common Stock in and of itself, or the credit rating, insurance or other

rating, claims paying ratings of the Company, or any failure by the Company to meet any internal or published forecasts, estimates, projections

or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period (it being

understood that the facts or occurrences giving rise to or contributing to such decline may be deemed to constitute, or be taken into

account in determining whether there has been or will be, a Company Material Adverse Effect);

(e)       regulatory,

legislative or political conditions (or changes or disruptions in such conditions) in the United States or any other country or region

in the world or acts of war (whether or not declared, including, for the avoidance of doubt, the current conflict among the United States

of America, Israel and Iran (and any other countries in the Middle East), the current conflict between the Russian Federation and Ukraine and

the war and conflict between Israel and Hamas and related military operations), armed or unarmed hostilities or attacks (including cyber-attacks,

social unrest, protests or blockades), acts of terrorism, sabotage, or the escalation or worsening thereof in the United States or any

other country or region in the world, except to the extent such Changes have a disproportionate effect on the Company and its

Company Subsidiaries, taken as a whole, relative to others in the industries in which the Company and any of its Company Subsidiaries

operate;

(f)       any

actions taken or failure to take action, by Parent or any of its controlled Affiliates, or to which Parent has consented or requested;

or the taking of any action required by this Agreement; or the failure to take any action prohibited by this Agreement;

(g)       any

changes in applicable Law, accounting rules (including GAAP) or SAP, including accounting and financial reporting pronouncements by the

SEC, the National Association of Insurance Commissioners, any Insurance Regulator and the Financial Accounting Standards Board, or other

legal or regulatory conditions or the enforcement, implementation or interpretation thereof, except to the extent such Changes

have a disproportionate effect on the Company and its Company Subsidiaries, taken as a whole, relative to others in the industries in

which the Company and any of its Company Subsidiaries operate;

(h)       the

announcement of this Agreement, pendency or completion of the Transactions, including (i) the identity of Parent, (ii) the loss or departure

of officers or other employees of the Company or any of the Company Subsidiaries, (iii) the termination or potential termination of (or

the failure or potential failure to renew or enter into) any Contracts with customers, suppliers, distributors or other business partners,

and (iv) any other negative development (or potential negative development) in the Company’s and the Company Subsidiaries’

relationships with any of their employees, customers, suppliers, distributors or other business partners;

(i)        any

natural or man-made disaster, hurricane, earthquake, flood or acts of God including the effect of any such Change on the Company’s

financial strength;

(j)        public

health emergency, pandemic, epidemic, disease outbreak or public health event, or other force majeure events; or contagions, quarantine

restrictions or other similar measures related to public health matters and any governmental or industry responses thereto (or the worsening

of any of the foregoing), including, in each case, increases in liabilities under or in connection with insurance or Company Reinsurance

Contracts arising from the foregoing, except to the extent such Changes have a disproportionate effect on the Company and its Company

Subsidiaries, taken as a whole, relative to others in the industries in which the Company and any of its Company Subsidiaries

operate;

(k)       the

availability or cost of equity, debt or other financing to Parent or Merger Subsidiary;

(l)        any

Legal Proceeding threatened, made or brought based upon, arising out of or with respect to this Agreement or any of the Transactions;

(m)       any

failure to obtain any Governmental Approvals set forth in Section 6.1(b) of the Company Disclosure Schedules; or

(n)        the

matters expressly set forth in the Company Disclosure Schedules (solely to the extent of the disclosures set forth therein based on the

information made available to Parent prior to the Agreement Date, and not to the extent of any new information or any escalation or worsening

thereof, or other events that arise therefrom).

“Company Plan”

means any Company Employee Benefit Plan or Company Employee Agreement.

“Company Product(s)”

means any and all products and services of the Company or any Company Subsidiary that currently are marketed, offered, sold, licensed,

provided or distributed by the Company or any Company Subsidiary.

“Company Registered

Intellectual Property” means Company Intellectual Property that is Registered Intellectual Property.

“Company PSA”

means an award of performance-based restricted shares of Company Common Stock granted under

any Company Stock Plan, including those granted pursuant to a performance-vesting

restricted stock agreement, which is subject to performance-based vesting conditions.

“Company

RSA” means an award of restricted shares of Company Common Stock granted under any

Company Stock Plan, including pursuant to a restricted stock agreement, and which is not

subject to performance-based vesting conditions.

“Company

Stock Plan” means, collectively, the 2018 Long-Term Incentive Plan, as amended from time to time, and any other stock option,

stock bonus, stock award, or stock purchase plan, program, or arrangement of the Company or any of the Company Subsidiaries or any predecessor

thereof or any other Contract entered into by the Company or any of the Company Subsidiaries.

“Competing Acquisition

Transaction” has the same meaning as “Acquisition Transaction” except that all references therein to “20%”

shall be references to “50%.”

“Contract”

means any written agreement, contract, subcontract, lease, understanding, instrument, note, bond, mortgage, indenture, option,

warranty, insurance policy, benefit plan or other legally binding commitment.

“Entity”

means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership,

joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association,

organization or entity.

“Environmental

Laws” means all Laws relating to the protection of the environment, including the ambient air, soil, surface water or groundwater,

or relating to the protection of human health from exposure to Materials of Environmental Concern.

“Environmental

Permits” means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws.

“Equity

Interest” means any share, capital stock, partnership, limited liability company, membership, member or similar

interest in any Person, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable

thereto or therefor.

“ERISA”

means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

“FDI Laws”

means any Law pertaining to foreign direct investment or any other Laws that are designed or intended to prohibit, restrict or regulate

foreign investments in equities, securities, entities, assets, land or interests.

“Form A”

means the Form A Statement of Acquisition of Control filed by Parent with the Massachusetts Commissioner of Insurance pursuant to M.G.L.

c. 175, § 206B regarding the proposed acquisition of control of the four (4) Company Insurance Subsidiaries.

“GAAP”

means United States generally accepted accounting principles, applied on a consistent basis.

“Governmental

Authority” means any federal, state, local, international, multinational, supranational or foreign government or

political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization

or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of

such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“HSR Act”

means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness”

means, with respect to any Person, all (a) indebtedness of such Person for borrowed money, (b) other indebtedness of such Person

evidenced by credit agreements, notes, bonds, indentures, securities or debentures, and (c) all indebtedness of another Person referred

to in clauses (a) and (b) above guaranteed by such Person.

“Insurance Contract”

means any contract, agreement or policy of insurance or reinsurance, binder, slip, endorsement or certificate, and forms with respect

thereto, including any life, health, accident and disability insurance policy, variable, fixed, indexed or payout annuity, guaranteed

investment contract and any other insurance policy or insurance or annuity contract or certificate issued, ceded or assumed by the Company

or any of its Company Subsidiaries.

vii

“Intellectual

Property Rights” means all intellectual property, intellectual property rights and proprietary rights

of any kind or nature, that are protected, created or arising under the laws of the United States or any other jurisdiction, including

all such rights in: (a) all United States and other patents and utility models and applications therefor (including provisional applications)

and all reissues, reexaminations, divisions, renewals, extensions, provisionals, continuations and continuations in part thereof (collectively,

“Patents”); (b) all trade secrets and similar rights in confidential information that derive economic value

from being maintained as confidential (collectively, “Trade Secrets”), know-how, and materials (including inventions,

discoveries, Software and related models and documentation, other works of authorship, confidential information, and technology); (c) all

copyrights and all other rights corresponding or similar thereto in any works of authorship (collectively, “Copyrights”),

moral and economic rights of authors or inventors; (d) all trademark rights and similar rights in trade names, trade dress, logos, trademarks

and service marks, including all goodwill associated therewith (collectively, “Trademarks”); (e) all rights

in data, databases and data collections (including knowledge databases, customer lists and customer databases); (f) all rights to uniform

resource locators, web site addresses and domain names (collectively, “Domain Names”) and social media accounts;

(g) all rights of privacy or publicity; (h) any similar, corresponding or equivalent rights to any of the foregoing; (i) any registrations

of or applications to register any of the foregoing; and (j) tangible embodiments of any of the foregoing, in any form or medium.

“Internal Revenue

Service” means the United States Internal Revenue Service.

“Investment Assets”

means all assets owned or held by the Company or Company Subsidiaries for investment purposes, whether held in a general account, separate

account, or otherwise, including all (a) bonds, notes, debentures, and other debt instruments; (b) capital stock, partnership and limited

liability company interests, and other equity interests; (c) cash equivalents, including certificates of deposit, commercial paper, and

money-market instruments; (d) real estate and interests in real estate (other than real property used in the conduct of the business);

(e) derivative instruments; (f) policy loans and other loans; and (g) all other assets reflected as investments on the books and records

of the Company or Company Subsidiaries or required to be reported as such on any Statutory Statement, together with all income and proceeds

thereof, but excluding any investment in a Subsidiary.

“Investment Mismatch”

means any breach of applicable Law or of the Company’s internal investment policy, or any incorrect valuation of assets, that,

individually or in the aggregate, requires rebalancing, divestments, provisions or capital adjustments.

“Knowledge”

means, with respect to (a) the Company, the actual knowledge of those individuals set forth in Section 1.0(a) of the

Company Disclosure Schedules and (b) Parent or Merger Subsidiary, the actual knowledge of those individuals set forth in Section 1.0(b)

of the Parent Disclosure Schedules.

“Law”

means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, or other requirement or rule of law of any

Governmental Authority, excluding, for the avoidance of doubt, the provisions of any Contract between the Company or any Company Subsidiary

and a Governmental Authority entered into in the ordinary course of business with respect to Company Products.

“Legal

Proceeding” means any action, suit, complaint, formal charge, litigation, arbitration, proceeding (including any

civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced,

brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration

panel.

“Lien”

means any lien, pledge, hypothecation, charge, mortgage, security interest, claim, infringement, interference, license, option, right

of first refusal, preemptive right, encumbrance or community property interest of any kind or nature whatsoever.

viii

“Malicious Code”

means any malicious computer code or other mechanism of any kind designed to disrupt, disable or harm the operation of any Business System

or in order to misuse, gain unauthorized access to, or misappropriate any Personal Information contained therein (including viruses,

Trojan horses, worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause Software or

information to be erased, inoperable, or otherwise incapable of being used, either automatically or with the passage of time or upon

command).

“Materials of

Environmental Concern” means any hazardous, acutely hazardous, or toxic substance or waste defined or regulated as such

under Environmental Laws, including the federal Comprehensive Environmental Response, Compensation and Liability Act and the federal

Resource Conservation and Recovery Act.

“Nasdaq”

means the Nasdaq Stock Market LLC.

“Non-Scheduled

Contracts” means the following Contracts: (a) non-disclosure agreements under customary terms, (b) commercially available

off-the-shelf software pursuant to standard “off-the-shelf,” “shrink wrap,” or “click wrap” agreements,

(c) purchase orders, invoices, and similar confirmatory or administrative documents, schedules or addenda that are ancillary to the main

contractual relationship between the parties to a particular Contract or group of Contracts and do not contain any material terms or

conditions and (d) any slips, binders, cover notes or similar documentation accompanying any insurance, reinsurance or retrocession treaties.

“Open Source

Software” means software licensed or made available under “open source,” “free” or similar terms

or models, including as defined by the Open Source Initiative (OSI) or Free Software Foundation (FSF) (including Software licensed pursuant

to any GNU General Public License, Library General Public License, Lesser General Public License, Mozilla License, Berkeley Software

Distribution License, Open Source Initiative License or MIT, or Apache licenses).

“Order”

means, with respect to any Person, any order, judgment, decision, decree, injunction, ruling, writ, assessment or other similar requirement

issued, enacted, adopted, promulgated or applied by any Governmental Authority or arbitrator that is binding on or applicable to such

Person.

“Parent Material

Adverse Effect” means any Change that, individually or in the aggregate, would or would be reasonably likely to prevent,

materially impair, materially delay or otherwise have a material adverse effect on the ability of Parent or Merger Subsidiary to perform

its obligations under this Agreement or to consummate the Transactions in accordance with the terms of this Agreement.

“Permitted

Lien” means (a) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other

like Liens arising or incurred in the ordinary course of business that are not due and payable or that are being contested in good faith

by appropriate proceedings; (b) Liens for Taxes that are not due and payable or that are being contested in good faith by appropriate

proceedings, in each case for which adequate reserves have been established in the Company’s consolidated financial statements

in accordance with GAAP; (c) Liens affecting the interest of the grantor of any easements benefiting any real property; (d)

Liens granted in the ordinary course of business in connection with the insurance or reinsurance business of the Company or its Company

Subsidiaries on cash and cash equivalent instruments or other investments; (e) defects or irregularities in title, easements,

rights-of-way, covenants, restrictions, and other, similar Liens that would not, individually or in the aggregate, reasonably be expected

to materially impair the value of or continued use and operation of the properties and assets to which they relate; (f) zoning,

building and other similar Laws (excluding violations thereof); (g) any conditions that would be disclosed by a current, accurate

survey or physical inspection; (h) Liens discharged at or prior to the Closing; (i) statutory Liens to secure obligations to landlords,

lessors or renters under leases or rental agreements that have not been breached; (j) deposits or pledges made in connection with, or

to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law; (k) non-exclusive

licenses to Intellectual Property Rights granted in the ordinary course of business; (l) Liens that do not, individually or in the aggregate,

materially interfere with the use, operation or transfer of, or any of the benefits of ownership of, the property of the Company and

the Company Subsidiaries taken as a whole; (m) Liens that would be disclosed by a search of Uniform Commercial Code filings in the jurisdiction

of incorporation or organization of each of the Company and Company Subsidiaries; and (n) Liens under any of the Company or any Company

Subsidiary’s existing credit facilities and/or agreements as of the Agreement Date and listed on Section 1.0(c) of the Company

Disclosure Schedules.

“Person”

means any individual, Entity or Governmental Authority.

“Personal Information”

means any data that can reasonably be used to identify a natural person, including any information that is defined as personal information,

personally-identifiable information, or personal data under any Privacy Law applicable to the Company or the Company Subsidiaries.

“Real Property

Leases” means the leases, subleases, licenses and occupancy agreements, together with all amendments thereto, underlying

the Leased Real Property or otherwise affecting the Leased Real Property.

“Registered

Intellectual Property” means all Intellectual Property Rights that are registered with any Governmental Authority or registrar,

including applications for any of the foregoing.

“Representatives”

means officers, directors, employees, agents, attorneys, accountants, advisors, consultants, investment bankers and other advisors and

representatives.

“Sarbanes-Oxley

Act” means the U.S. Sarbanes-Oxley Act of 2002, as amended and the regulations promulgated thereunder.

“Securities

Act” means the U.S. Securities Act of 1933, as amended, and the regulations promulgated thereunder.

“Security

Breach” means any (a) unauthorized access or use of any of the Business Systems, (b) unauthorized access, acquisition,

destruction, damage, disclosure, loss, corruption, alteration, or use of any Personal Information, or (c) successful ransomware

attack.

“Software”

means any and all computer programs and software, including any and all firmware and software implementations of algorithms, models

and methodologies, whether in source code or object code, and all related documentation.

“Subsidiary”

An Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns, beneficially

or of record: (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect

at least a majority of the members of such Entity’s board of directors or other governing body; or (b) at least 50% of the outstanding

equity or financial interests of such Entity.

“Superior Proposal”

means a bona fide Acquisition Proposal that if consummated would result in a Person owning, directly or indirectly, (a) more than 50%

of the outstanding shares of the Company Common Stock or (b) more than 50% of the consolidated assets of the Company and the Company

Subsidiaries, taken as a whole, in either case, which the Company Board determines in good faith, if consummated, would result in a transaction

more favorable to the Company’s stockholders from a financial point of view than the Merger, taking into account at the time of

determination all relevant circumstances deemed relevant by the Company Board, including as the Company Board deems relevant various

legal, financial, regulatory and financing aspects of the Acquisition Proposal, all the terms and conditions of such Acquisition Proposal

and this Agreement, any changes to the terms of this Agreement offered by Parent in writing in response to such Acquisition Proposal,

and the anticipated timing, conditions and the ability of the Person making such Acquisition Proposal to consummate the transactions

contemplated by such Acquisition Proposal.

“Tax”

means (a) any and all taxes, fees, levies, duties, tariffs, imposts, and other similar charges imposed by any Governmental Authority,

including taxes or other charges on or with respect to income, capital gains, franchise, business, windfall, net worth, gross receipts,

property, sales, use, surtax, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation,

estimated, excise, withholding, ad valorem, stamp, transfer, value added or gains taxes; and (b) any and all interest, penalties, additions

to tax and fines imposed in connection with or with respect to any of the foregoing amounts.

“Tax

Return” means (a) any return (including any information return), report, statement, declaration, estimate, schedule, notice,

notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or

submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax, including

any attachment thereto or amendment thereof, and (b) TD F 90-22.1 (and its successor form, FinCEN Form 114).

“Transactions”

means the Merger and the other transactions contemplated by this Agreement.

“Treasury Regulations”

means the United States Treasury Regulations promulgated under the Code.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2621207d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

EXECUTION VERSION

VOTING AND SUPPORT

AGREEMENT

This Voting and Support Agreement

(this “Agreement”) is made and entered into as of July 23, 2026 (the “Agreement Date”), by and

among MAPFRE U.S.A. CORP., a Massachusetts corporation (“Parent”), Safety Insurance Group, Inc., a Delaware corporation

(the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). Each of Parent,

the Company and the Stockholder are sometimes referred to herein as a “Party.” Capitalized terms used but not otherwise

defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

Concurrently with the execution and delivery of this Agreement, Parent, Splash Merger Sub, Inc., a Delaware corporation and a

wholly owned direct Subsidiary of Parent (“Merger Sub”), and the Company, are entering into an Agreement and Plan

of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) that,

among other things and subject to the terms and conditions set forth therein, provides for the merger of Merger Sub with and into the

Company, with the Company being the surviving corporation in such merger (the “Merger”).

As of the Agreement Date, the Stockholder is the record and/or “beneficial owner” (within the meaning of Rule 13d-3

under the Exchange Act) of the number of shares of common stock, par value $0.01 per share, of the Company (“Company Common

Stock”), set forth next to the Stockholder’s name on Schedule A hereto, with such shares being all of the Company

Common Stock owned of record or beneficially by the Stockholder as of the Agreement Date (the “Owned Shares”).

In connection with Parent’s and Merger Sub’s entry into the Merger Agreement, as a condition and inducement to the

willingness of Parent to enter into the Merger Agreement, the Stockholder has agreed to enter into this Agreement with respect to the

Stockholder’s Covered Shares (as defined below).

NOW, THEREFORE, in consideration

of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree

as follows:

Agreement to Vote the Covered Shares.

1.1

Voting Agreement. Until the Expiration Time (as defined

below), at every meeting of the Company’s stockholders (whether annual, special or otherwise) at which any of the following matters

are to be voted on (and at every adjournment or postponement thereof), the Stockholder shall vote (including via proxy) all of the Stockholder’s

Covered Shares: (a) in favor of the approval of the Merger Agreement and any other matters necessary to secure the Company Stockholder

Approval; and (b) against (i) any action or agreement that would reasonably be expected to (x) result in any of the conditions set forth

in Article VI of the Merger Agreement not being satisfied or (y) result in a breach of any covenant, representation or warranty or any

other obligation or agreement of the Company under the Merger Agreement, and (ii) any Acquisition Proposal, or any agreement, transaction

or other matter that is intended to, or would reasonably be expected to, impede, frustrate, delay, interfere with or materially and adversely

affect the consummation of the Merger and the other Transactions (clauses (a) and (b), the “Covered Proposals”).

1.2

Quorum. Until the Expiration Time, at every meeting of

the Company’s stockholders (and at every adjournment or postponement thereof), the Stockholder shall be represented in person or

by proxy at such meeting (or cause the holders of record on any applicable record date to be represented in person or by proxy at such

meeting) in order for the Stockholder’s Covered Shares to be counted as present for purposes of establishing a quorum.

1.3

Grant of Proxy. The Stockholder shall execute and deliver

(or cause the holders of record to execute and deliver), any proxy card or voting instructions it receives that is sent to stockholders

of the Company soliciting proxies with respect to any matter described in Section 1.1, which shall be voted in the manner described

in Section 1.1 (with Parent to be promptly notified by the Company (and provided reasonable evidence) of such execution and delivery

of such proxy card or voting instructions). From the period commencing with the Agreement Date and continuing until the Expiration Time,

without limiting the obligations of the Stockholder under this Agreement, the Stockholder hereby irrevocably appoints as such Stockholder’s

proxy and attorney-in-fact Parent and any other Person designated in writing by the Parent, each of them individually, with full power

of substitution, to vote the Stockholder’s Covered Shares in accordance with Section 1.1; provided, that the proxy

and the power of attorney granted by the Stockholder shall be effective if, and only if, the Stockholder has failed to perform such Stockholder’s

obligations under Section 1.1 as of the date that is three Business Days prior to the date of any applicable meeting of the stockholders

of the Company (or, as applicable, any adjournments or postponements thereof). This proxy is coupled with an interest and shall be irrevocable

until the Expiration Time, and the Stockholder shall take such further action or execute such other instruments as may be reasonably

necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Stockholder with respect to the

Covered Shares. This proxy and the power of attorney is given by the Stockholder in connection with, and in consideration of, the execution

of the Merger Agreement by the Company and to secure the performance of the duties of the Stockholder under this Agreement. The power

of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy of the Stockholder. The

irrevocable proxy and power of attorney granted hereunder shall automatically and immediately terminate upon the Expiration Time.

1.4

Waiver of Appraisal Rights. The Stockholder hereby waives

any right of appraisal or rights to dissent from the Merger that the Stockholder may have under the DGCL by virtue of ownership of the

Covered Shares.

1.5

Transfer of Shares. The Stockholder covenants and agrees

that during the period from the Agreement Date through (and including) the record date of the Stockholders Meeting, the Stockholder will

not, directly or indirectly, (a) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose (whether by sale, liquidation,

dissolution, dividend or distribution) of or consent to any of the foregoing (“Transfer”), or cause to be Transferred,

any of the Stockholder’s Covered Shares, (b) deposit any of the Stockholder’s Covered Shares into a voting trust or enter

into a voting agreement or arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto,

(c) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any of the Stockholder’s

Covered Shares, (d) enter into any swap (including a total return swap) or similar derivative transaction with respect to any of the

Stockholder’s Covered Shares or (e) take any other action or enter into any agreement or undertaking that would reasonably be expected

to restrict, limit or interfere with the performance of the Stockholder’s obligations hereunder; provided, however,

that the Stockholder may Transfer any such Covered Shares (i) pursuant to any sell-to-cover transactions executed with the sole purpose

of satisfying any Tax withholding obligations in connection with the vesting of any Company RSAs or Company PSAs that are currently held

by such Stockholder (including, without limitation, pursuant to any trading plan intended to satisfy Rule 10b5-1(c) under the Exchange

Act); or (ii) to any other Stockholder or any Affiliate of any such Stockholder, only if prior to such transfer the transferee of such

Covered Shares evidences in a writing reasonably satisfactory to Parent such transferee’s agreement to be bound by and subject

to the terms and provisions hereof to the same effect as the transferring Stockholder. Any Transfer or attempted Transfer of any Covered

Shares in violation of this Section 1.5 shall be null and void and of no effect whatsoever. For the sake of certainty and avoidance

of doubt, the foregoing restrictions on Transfers of the Stockholder’s Covered Shares shall not prohibit any such Transfers by

the Stockholder in connection with the Transactions.

1.6

Certain Definitions. For purposes of this Agreement:

“Covered Shares” means the number of shares of Company Common Stock that the Stockholder owns of record and/or

beneficially (within the meaning of Rule 13d-3 under the Exchange Act) on the record date of the Stockholders Meeting and that the Stockholder

has the right and ability to vote (or to direct the vote of) on the Covered Proposals on the record date of the Stockholders Meeting.

“Expiration Time” means the earliest to occur of (i) the Effective Time, (ii) such date and time as the Merger

Agreement is validly terminated pursuant to Article VII thereof, (iii) any amendment, modification or waiver of any term or provision

of the Merger Agreement, dated as of the Agreement Date, without the prior written consent of the Stockholder, in a manner that is adverse

in any material respect to the stockholders of the Company or that imposes any restriction on the Stockholder’s right to receive

the Merger Consideration, the Company RSA Merger Consideration, or the Company PSA Merger Consideration, or that effects any reduction

in the amount of, or change in the form of, the Merger Consideration, the Company RSA Merger Consideration, or the Company PSA Merger

Consideration, or that otherwise adversely affects such consideration, (iv) the written agreement of the Stockholder, Parent and the

Company to terminate this Agreement, and (v) a Change of Recommendation.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and the Company

that:

2.1

Due Authority. The Stockholder has the full power and capacity

to make, enter into and carry out the terms of this Agreement. The execution and delivery of this Agreement, the performance of the Stockholder’s

obligations hereunder, and the consummation of the transactions contemplated hereby have been validly authorized, and no other consents

or authorizations are required to give effect to this Agreement or the transactions contemplated by this Agreement. This Agreement has

been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable

against it in accordance with its terms (assuming due and valid execution by the Company and Parent), except as enforcement may be limited

by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

2.2

Ownership of the Covered Shares. (a) The Stockholder is,

as of the Agreement Date, the beneficial or record owner of, and has good and marketable title to, the Stockholder’s Owned Shares,

free and clear of any proxy, voting restriction, adverse claim, or other Liens, other than any of the foregoing created by this Agreement

or that would not prevent, impede or delay in any material respect the Stockholder’s ability to perform such Stockholder’s

obligations hereunder or as created by this Agreement and (b) as of the Agreement Date, the Stockholder has sole voting power over all

of such Owned Shares beneficially owned by the Stockholder. As of the Agreement Date, the Stockholder does not own, beneficially or of

record, any Company Common Stock (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any

Company Common Stock) other than the Owned Shares. As of the Agreement Date, there are no agreements or arrangements of any kind, contingent

or otherwise, obligating the Stockholder to Transfer, or cause to be Transferred, any of the Owned Shares and no Person has any contractual

or other right or obligation to purchase or otherwise acquire any of such Owned Shares.

2.3

No Conflict; Consents.

The execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of such Stockholder’s

obligations under this Agreement and the compliance by the Stockholder with any provisions hereof does not and will not: (a) conflict

with or violate any laws applicable to the Stockholder; or (b) result in any breach of or constitute a default (or an event that with

notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or

cancellation of, or result in the creation of a Lien on any of the Owned Shares beneficially owned by the Stockholder pursuant to, any

Contract or obligation to which the Stockholder is a party or by which the Stockholder is subject.

No consent, approval, order or authorization of, or registration, declaration or, except as required by the rules and regulations

promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the

Stockholder in connection with the execution and delivery of this Agreement or the consummation by it of the transactions contemplated

hereby.

2.4

Litigation. As of the Agreement Date, there is no Legal

Proceeding pending or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record

ownership of the Stockholder’s Owned Shares, the validity of this Agreement or any action taken or to be taken by the Stockholder

in connection with this Agreement.

Representations and Warranties of Parent. Parent hereby represents and warrants to the Stockholder and the Company that:

3.1

Due Authority. Parent has the full power and capacity to

make, enter into and carry out the terms of this Agreement. Parent is duly organized, validly existing and in good standing in accordance

with the laws of its jurisdiction of formation. The execution and delivery of this Agreement, the performance of Parent’s obligations

hereunder, and the consummation of the transactions contemplated hereby has been validly authorized, and no other consents or authorizations

are required to give effect to this Agreement or the transactions contemplated by this Agreement. This Agreement has been duly and validly

executed and delivered by Parent and constitutes a valid and binding obligation of Parent enforceable against it in accordance with its

terms (assuming due and valid execution by the Stockholder and the Company), except as enforcement may be limited by bankruptcy, insolvency,

reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

3.2

No Conflict; Consents.

The execution and delivery of this Agreement by Parent does not, and the performance by Parent of its obligations under this Agreement

and the compliance by Parent with the provisions hereof do not and will not: (i) conflict with or violate any laws applicable to Parent;

or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material

default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contract or obligation to

which Parent is a party or by which Parent is subject.

No consent, approval, order or authorization of, or registration, declaration or, except as required by the rules and regulations

promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to Parent

in connection with the execution and delivery of this Agreement or the consummation by Parent of the transactions contemplated hereby.

Representations and Warranties of the Company. The Company hereby represents and warrants to Parent and the Stockholder

that:

4.1

Due Authority. The Company has the full power and capacity

to make, enter into and carry out the terms of this Agreement. The Company is duly organized, validly existing and in good standing in

accordance with the laws of its jurisdiction of formation. The execution and delivery of this Agreement, the performance of the Company’s

obligations hereunder, and the consummation of the transactions contemplated hereby has been validly authorized, and no other consents

or authorizations are required to give effect to this Agreement or the transactions contemplated by this Agreement. This Agreement has

been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable

against it in accordance with its terms (assuming due and valid execution by the Stockholder and Parent), except as enforcement may be

limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles

of equity.

4.2

No Conflict; Consents.

The execution and delivery of this Agreement by the Company does not, and the performance by the Company of its obligations under

this Agreement and the compliance by the Company with the provisions hereof do not and will not: (i) conflict with or violate any laws

applicable to the Company; or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or

both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,

any Contract or obligation to which the Company is a party or by which the Company is subject.

No consent, approval, order or authorization of, or registration, declaration or, except as required by the rules and regulations

promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the

Company in connection with the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated

hereby.

Miscellaneous.

5.1

Other Agreements. Subject to Section 5.19, the Stockholder

further agrees that, from and after the Agreement Date until the Expiration Time, the Stockholder will not, (a) solicit proxies or become

a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition

to any Covered Proposal, (b) initiate a stockholders’ vote with respect to an Acquisition Proposal, (c) become a member of a “group”

(as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition

Proposal, or (d) take any action that the Company is prohibited from taking pursuant to Section 5.3 of the Merger Agreement, except,

in the case of clauses (a)-(d), to the extent expressly permitted by this Agreement and/or the Merger Agreement.

5.2

No Ownership Interest. Nothing contained in this Agreement

shall be deemed to vest in Parent or the Company any direct or indirect ownership or incidence of ownership of or with respect to the

Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to

the Stockholder, and Parent and the Company shall have no authority to direct the Stockholder in the voting or disposition of any of

the Covered Shares, except as otherwise provided herein.

5.3

Certain Adjustments. In the event of any change in the

Company Common Stock by reason of any split-up, reverse share split, recapitalization, combination, reclassification, exchange of shares

or the like, the terms “Company Common Stock,” “Owned Shares” and “Covered Shares” shall be deemed

to refer to and include such shares as well as any securities into which or for which any or all of such shares may be changed or exchanged

or which are received in such transaction.

5.4

Amendments and Modifications. This Agreement may not be

modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the Parties.

5.5

Expenses. All costs and expenses incurred by any Party

in connection with this Agreement shall be paid by the Party incurring such cost or expense, whether or not the Merger is consummated.

5.6

Notices. All notices, requests, consents, claims, demands,

waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with

proof of delivery); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c)

on the date sent by e-mail (notice deemed given upon transmission so long as there is no return error message or other notification of

non-delivery received by the sender) if sent during normal business hours of the recipient, and on the next Business Day if sent after

normal business hours of the recipient. Such communications must be sent to the respective Parties at the following addresses (or at

such other address for a Party as shall be specified in a notice given in accordance with this Section 5.6):

if to the Stockholder, to the address and recipient set forth on Schedule A attached hereto

if to Parent, to:

MAPFRE U.S.A. CORP.

211 Main Street

Webster, MA 01570

Attention: Jaime Tamayo

Email: *****

with a copy to (which shall not constitute notice):

Hogan Lovells Cadwalader US LLP

390 Madison Avenue

New York, New York 10017

Attention: Peter Cohen-Millstein

Adrienne

Ellman

Email: *****

*****

if to the Company, to:

Safety Insurance Group, Inc.

20 Custom House Street

Boston, MA 02110

Attention: Geroge M. Murphy

Email: *****

with a copy to (which shall not constitute notice):

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th Floor

New York, NY 10020

Attention: Christopher P. Giordano

Carina

Meleca

Email: *****

*****

5.7

Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE MADE

AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR

THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE INTERPRETED, CONSTRUED AND GOVERNED IN ALL RESPECTS BY AND IN ACCORDANCE

WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES.

5.8

Venue; Waiver of Jury Trial.

The Parties hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such

Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of

New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action

arising under or relating to) this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding

for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding

may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may

not be enforced in or by such courts, and the Parties irrevocably agree that all claims relating to such action, suit or proceeding shall

be heard and determined in such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties

and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection

with any such action, suit or proceeding in the manner provided in Section 5.6 or in such other manner as may be permitted by

law shall be valid and sufficient service thereof.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY

LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT. EACH PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK

TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES

THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION  5.8.

5.9

Documentation and Information. The Stockholder consents

to and authorizes the publication and disclosure by Parent and the Company of the Stockholder’s identity and holding of the Covered

Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release,

the Proxy Statement and any other disclosure document required in connection with the Merger Agreement, the Merger and the other Transactions.

5.10

Further Assurances. The Stockholder agrees, from time to

time, at the reasonable request and sole cost and expense of Parent, to execute and deliver such additional documents and take all such

further action as may be reasonable required to consummate and make effective, in the most expeditious manner practicable, the transactions

contemplated by this Agreement provided that the Stockholder shall not be required to take any action, or refrain from taking any action,

that is inconsistent with, or that expands or increases any of, such Stockholder’s obligations under this Agreement.

5.11

Enforcement. The Parties agree that irreparable damage

would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were

otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of

this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to

which they are entitled at law or in equity. It is the intention of the Parties that, to the extent possible, unless provisions are mutually

exclusive and effect cannot be given to both or all such provisions, the representations, warranties, covenants and closing conditions

in this Agreement will be construed to be cumulative and that each representation, warranty, and covenant in this Agreement will be given

full, separate and independent effect and nothing set forth in any provision herein will in any way be deemed to limit the scope, applicability

or effect of any other provision hereof.

5.12

Entire Agreement. This Agreement, including the schedule

hereto, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties

with respect to the subject matter hereof. For the avoidance of doubt, nothing in this Agreement shall be deemed to amend, alter or modify,

in any respect, any of the provisions of the Merger Agreement.

5.13

Interpretation. When a reference is made in this Agreement

to a section, such reference shall be to a section of this Agreement unless otherwise indicated. Headings contained in this Agreement

are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement,

(a) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation,

but rather shall be deemed to be followed by the words “without limitation,” (b) the word “extent” in the phrase

“to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if,”

the word “shall” and (e) the words “herein,” “hereof” and “hereunder,” and words of similar

import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Any agreement, instrument

or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument

or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or

consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments

incorporated therein. References to a Person are also to such Person’s permitted successors and assigns. The Parties agree that

they have been represented by counsel during the negotiation, drafting, preparation and execution of this Agreement and, therefore, waive

the application of any law or rule of construction providing that ambiguities in an agreement or other document will be construed against

the Party drafting such agreement or document. For purposes of this Agreement, whenever the context requires: (i) the singular number

shall include the plural, and vice versa; (ii) the masculine gender shall include the feminine and neuter genders; (iii) the feminine

gender shall include the masculine and neuter genders; and (iv) the neuter gender shall include the masculine and feminine genders. When

calculating the period of time before which, within which or after which any act is to be done or step taken pursuant to this Agreement,

(x) the date that is the reference date in calculating such period shall be excluded and (y) if the last day of such period is not a

Business Day, the period in question shall end on the next succeeding Business Day.

5.14

Assignment. Neither this Agreement nor any of the rights,

interests or obligations hereunder shall be assigned by any of the Parties, in whole or in part (whether by operation of law or otherwise),

without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null

and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties

and their respective successors and assigns.

5.15

Severability. Any term or provision of this Agreement that

is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms

and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any

other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is

invalid or unenforceable, the Parties agree that the court making such determination shall have the power to limit such term or provision,

to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that

comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable

as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the Parties agree to replace

such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible,

the economic, business and other purposes of such invalid or unenforceable term or provision.

5.16

Counterparts. This Agreement may be executed in one (1)

or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood

that all Parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission, by electronic

mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original

graphic and pictorial appearance of a document, or by combination of such means.

5.17

Non-survival of Representations and Warranties. None of

the representations and warranties in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement

shall survive the Expiration Time.

5.18

Termination. This Agreement shall automatically terminate

without further action by any of the Parties and shall have no further force or effect as of the Expiration Time; provided that

the provisions of this Section 5 (other than Sections 5.1 and 5.10) shall survive any such termination. Notwithstanding

the foregoing, termination of this Agreement shall not prevent any Party from seeking any remedies (at law or in equity) against any

other Party for that Party’s breach of any of the terms of this Agreement prior to the date of termination in accordance with Section

5.11.

5.19

Fiduciary Duties. The Stockholder has entered into this

Agreement solely in the Stockholder’s capacity as the record and beneficial owner of the Covered Shares (and not in any other capacity,

including any capacity as a director or officer of the Company or the Company Subsidiaries). Nothing in this Agreement: (a) will limit

or affect any actions or omissions taken by the Stockholder in the Stockholder’s capacity as a director or officer of the Company

or the Company Subsidiaries, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed

a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict the Stockholder from exercising the Stockholder’s

fiduciary duties as a director or officer to the Company, the Company Subsidiaries, or their respective stockholders.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be duly executed and delivered on the date and year first above written.

SAFETY INSURANCE GROUP, INC.

By:

Name:

Title:

[Signature Page –

Voting and Support Agreement]

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be duly executed and delivered on the date and year first above written.

MAPFRE U.S.A. CORP.

By:

Name:

Title:

[Signature Page – Voting and Support

Agreement]

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be duly executed and delivered on the date and year first above written.

[STOCKHOLDER’S FULL NAME]

[Signature Page – Voting and Support

Agreement]

Schedule A

Name

Owned

Address

[Stockholder]

[●]

c/o [COMPANY ADDRESS]

Email: [●]

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