Form 8-K

8-K — Baldwin Insurance Group, Inc.

Accession: 0000950103-26-013874

Filed: 2026-09-14

Period: 2026-09-14

CIK: 0001781755

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — dp253297_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (dp253297_ex0201.htm)

EX-10.1 — EXHIBIT 10.1 (dp253297_ex1001.htm)

EX-10.2 — EXHIBIT 10.2 (dp253297_ex1002.htm)

EX-99.1 — EXHIBIT 99.1 (dp253297_ex9901.htm)

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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

September 14, 2026

Date of Report (Date of earliest event reported)

The Baldwin Insurance

Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39095

61-1937225

(State or Other

Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida

33607

(Address of Principal Executive Offices) (Zip Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last year)

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

Class A Common Stock, $0.01 par value

BWIN

Nasdaq Global Select Market

Indicate by check mark whether the Registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

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 Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 14, 2026, The Baldwin Insurance Group,

Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement,”

and the transactions contemplated thereby, the “Transaction”), by and among the Company, The Baldwin Insurance Group Holdings,

LLC, a Delaware limited liability company (“OpCo LLC”), Square Acquisition Parent, Inc., a Delaware corporation (“Parent”),

Square Acquisition Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and

Square Acquisition Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger

Sub” and, together with Merger Sub, the “Merger Subs”). Pursuant to the Merger Agreement, and upon the terms and subject

to the conditions therein, (i) LLC Merger Sub will merge with and into OpCo LLC (the “LLC Merger”), with OpCo LLC surviving

the LLC Merger, (ii) simultaneously with the LLC Merger, Merger Sub will merge with and into the

Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and (iii) immediately

following the Initial Mergers (as defined below), a Delaware limited liability company to be formed by an indirect subsidiary of OpCo

LLC will merge with and into OpCo LLC (the “Second LLC Merger”), with OpCo LLC continuing as the surviving company. The LLC

Merger and the Merger are referred to together as the “Initial Mergers,” and together with the Second LLC Merger, the “Mergers.”

Parent is wholly owned by Sequence AI Holdings, Inc., a Delaware corporation

(“Sequence”), which is a permanent holding company that acquires established enterprises in the service economy. DFO Management,

LLC (together with its affiliated investment entities, “DFO”), which manages the investment assets of Michael Dell, the founder,

Chairman and Chief Executive Officer of Dell Technologies Inc., and his family, has committed to provide equity financing to Parent to

fund the transactions contemplated by the Merger Agreement, as described under the heading “Financing” below.

The Merger Agreement and the transactions contemplated

thereby, including the Rollover and the TRA Amendment (each as defined below), have been unanimously approved by the board of directors

of the Company (the “Board of Directors”), following the unanimous recommendation of a special committee consisting of only

independent and disinterested directors of the Company (the “Special Committee”). In addition, Holders (as defined in the

Stockholders Agreement, dated as of October 30, 2024, by and among the Company and the other parties thereto (the “Stockholders

Agreement”)) of a majority of the Class B Shares held by the Holders have executed and delivered a written consent approving and

consenting to the transactions contemplated by the Merger Agreement, including the Mergers.

Subject to the terms and conditions of the Merger

Agreement, at the effective time of the Initial Mergers (the “Effective Time”), pursuant to the Merger, each share of Class

A common stock, par value $0.01 per share (the “Class A Shares”), issued and outstanding immediately prior to the Effective

Time, but following any exchanges of limited liability company interests in OpCo LLC (“OpCo LLC Units”) for Class A Shares

in accordance with the Merger Agreement and the limited liability company agreement of OpCo LLC (“Closing Exchanges”) (other

than Class A Shares (i) held by the Company as treasury shares, (ii) held by Parent or any of its subsidiaries, including any Rollover

Stock (as defined below), (iii) held by any subsidiary of the Company immediately prior to the Effective Time or (iv) held by any person

who is entitled to demand, and has properly demanded, appraisal in respect of such Class A Shares pursuant to applicable law), will automatically

be converted into the right to receive $32.50 in cash, without interest (the “Merger Consideration”). Subject to the terms

and conditions of the Merger Agreement, at the Effective Time, pursuant to the LLC Merger, each OpCo LLC Unit issued and outstanding immediately

prior to the Effective Time, but following any Closing Exchanges, other than any Retained Units (as defined below), will automatically

be converted into the right to receive the Merger Consideration. Each share of Class B common stock, par value $0.0001 per share (the

“Class B Shares”), will be canceled for no consideration.

If the Mergers are consummated, the Company’s

securities will be delisted from the Nasdaq Global Select Market (“Nasdaq”) and deregistered under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”) as promptly as practicable after the Effective Time.

Treatment of Company Equity Awards

With respect to the outstanding equity awards

of the Company, at the Effective Time, such awards will generally be treated as follows:

· Company PSUs: Achievement of performance goals applicable to each award of Company performance

stock units (“Company PSUs”) will be determined (but will not exceed the midpoint between “target” and “superior”

performance), and each Company PSU award, to the extent so earned, will be converted into the right to receive an amount equal to (i)

the number of shares subject to such earned Company PSU award, multiplied by (ii) the Merger Consideration. However, if necessary to avoid

adverse tax consequences under Section 4999 of the Internal Revenue Code, certain Company PSU awards may instead be converted into contingent

cash awards that are subject to the same service vesting schedule that applied to the corresponding Company PSU award prior to the Effective

Time.

· Company RSAs: Each outstanding Company restricted stock award (“Company RSA”) scheduled

to vest on or before January 1, 2028 will be converted into the right to receive an amount equal to (i) the number of shares subject to

such Company RSA, multiplied by (ii) the Merger Consideration. Each outstanding Company RSA scheduled to vest in whole or in part after

January 1, 2028 will become vested with respect to that portion that would have vested on or prior to January 1, 2028 if such award had vested in equal

annual installments, and such vested portion will be converted into the right to receive an amount equal to (i) the number of shares subject

to such vested portion, multiplied by (ii) the Merger Consideration. All other Company RSAs will be converted into contingent cash awards

that are subject to the same service vesting schedule that applied to the corresponding Company RSA prior to the Effective Time.

Financing

Parent and the Merger Subs have obtained equity

and debt financing commitments for the Transaction. Pursuant to an equity commitment letter delivered to Parent (the “Equity Commitment

Letter”), DFO

has committed to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding the amounts required

to be paid by Parent pursuant to the Merger Agreement, subject to the terms and conditions set forth therein. The Company is an express

third-party beneficiary of DFO’s funding obligations under the Equity Commitment Letter. DFO has also provided

the Company with a limited guarantee in favor of the Company, which guarantees the payment of certain monetary obligations that may be

owed by Parent to the Company pursuant to the Merger Agreement, including any reverse termination fee that may become payable by Parent

(described further below), in each case, pursuant to and in accordance with the terms and conditions of the limited guarantee and the

Merger Agreement. In addition, pursuant to a debt commitment letter delivered to Parent, certain lenders have agreed to provide debt financing

to Parent on the terms and subject to the conditions set forth therein.

Closing Conditions

The consummation of the Mergers is subject to

certain customary closing conditions set forth in the Merger Agreement, including: (i) the adoption of the Merger Agreement and the transactions

contemplated thereby by the holders of at least a majority of the outstanding shares entitled to vote thereon, voting together as a single

class (the “Requisite Company Vote”); (ii) the absence of any order issued by any governmental authority of competent jurisdiction

prohibiting, rendering illegal or enjoining the consummation of the Mergers; (iii) the expiration or termination of any waiting periods

applicable to the consummation of the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR

Act”) and the receipt of certain other regulatory approvals; (iv) each party’s performance of and compliance with its covenants,

obligations and agreements contained in the Merger Agreement in all material respects; (v) no Company Material Adverse Effect having occurred

since the date of the Merger Agreement; (vi) the accuracy of the representations and warranties of the parties in the Merger Agreement,

subject to customary materiality qualifiers; and (vii) delivery of customary closing certificates. The Mergers are not subject to any

financing condition.

Representations, Warranties and Covenants

The Company, OpCo LLC, Parent and the Merger Subs

have each made customary representations, warranties and covenants in the Merger Agreement. Subject to certain exceptions, the Company

and OpCo LLC have agreed, among other things, to customary covenants regarding the operation of the business of the Company, OpCo LLC

and their subsidiaries during the interim operating period between the execution of the Merger Agreement and the consummation of the Mergers.

In addition, the Company, OpCo LLC, Parent and

the Merger Subs have each agreed to use their respective reasonable best efforts to, as soon as reasonably practicable, consummate the

transactions contemplated by the Merger Agreement and obtain all approvals, consents, registrations, permits, authorizations and other

confirmations from any governmental authority or third party that are necessary, proper or advisable to consummate the transactions contemplated

by the Merger Agreement. The Company and Parent have also agreed, subject to the conditions set forth in the Merger Agreement, to take

all actions that are necessary to secure the expiration or termination of any applicable waiting period under the HSR Act and to obtain

certain other regulatory approvals.

No-Shop; Intervening Events

Subject to certain exceptions, the Company has

agreed not to solicit alternative acquisition proposals, engage in discussions or negotiations with any third party regarding alternative

acquisition proposals or change the Board of Directors’ recommendation to the Company’s stockholders in favor of the Mergers

(an “Adverse Recommendation Change”).

The Merger Agreement also provides that, notwithstanding

the foregoing, if prior to receipt of the Requisite Company Vote, the Company receives a bona fide acquisition proposal that did not result

from a breach of the Company’s non-solicitation obligations, and the Board of Directors, acting upon the recommendation of the Special

Committee, determines in good faith, after consultation with outside legal counsel and its independent financial advisor, that the acquisition

proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement), the Company

may provide information to, and engage in negotiations and discussions with, the person making the acquisition proposal, subject to the

terms and conditions of the Merger Agreement.

Prior to obtaining the Requisite Company Vote,

if the Board of Directors, acting upon the recommendation of the Special Committee, determines in good faith, after consultation with

outside legal counsel and its independent financial advisor, that failure to take such

action would be reasonably likely to be inconsistent

with its fiduciary duties under applicable law, the Board of Directors may make an Adverse Recommendation Change in connection with a

Superior Proposal or an Intervening Event (as defined in the Merger Agreement) or, in the case of a Superior Proposal, terminate the Merger

Agreement (subject to payment of the Company Termination Fee (as defined below)), in each case subject to complying with specified conditions,

including providing Parent at least four Business Days’ prior written notice, negotiating in good faith with Parent during the notice

period (as it may be extended for material amendments) and allowing Parent the opportunity to propose revisions to the terms of the Merger

Agreement in response.

Termination

The Merger Agreement contains certain customary

termination rights for each of the Company and Parent, including (i) by mutual written agreement of the Company and Parent, (ii) if the

Mergers have not been consummated on or before June 14, 2027 (the “Initial End Date,” and, as it may be extended, the “End

Date”); provided that if, on the Initial End Date, the conditions relating to regulatory approvals have not been satisfied but all

other conditions to the Closing have been satisfied or waived, the Initial End Date will automatically be extended to September 14, 2027,

(iii) any order, writ, injunction, judgment or decree of a governmental authority of competent jurisdiction prohibiting or rendering illegal

the consummation of the Mergers that has become final and nonappealable, (iv) the Requisite Company Vote shall not have been obtained

at a meeting of the Company’s stockholders (the “Company Meeting”) or (v) the other party is in breach of any representation

or warranty or has failed to perform any covenant or agreement in a manner that would result in a failure of an applicable closing condition

and such breach or failure cannot be cured or, if curable, has not been cured within 30 days after notice to the other party of such breach

or failure.

In addition, (i) prior to receipt of the

Requisite Company Vote, the Company may terminate the Merger Agreement to accept a Superior Proposal, subject to Parent’s

right to match such Superior Proposal as described above and payment to Parent of the Company Termination Fee, (ii) the Company may

terminate the Merger Agreement in circumstances relating to Parent’s breach of the Merger Agreement or failure to consummate

the Mergers when required to do so under the Merger Agreement, and (iii) prior to receipt of the Requisite Company Vote, Parent may

terminate the Merger Agreement if the Board of Directors makes an Adverse Recommendation Change.

Termination Fees

The Merger Agreement provides for the payment

of termination fees upon termination of the Merger Agreement under certain specified circumstances. The Company will be obligated to pay

Parent a termination fee of $170,334,000 (the “Company Termination Fee”) if the Merger Agreement is terminated (i) by the

Company to accept a Superior Proposal, (ii) by Parent following an Adverse Recommendation Change or (iii) in certain circumstances by

either Parent or the Company and, prior to such termination, an acquisition proposal was publicly announced and not publicly withdrawn

or otherwise abandoned prior to the date of the Company Meeting, and the Company enters into a definitive agreement for, or consummates,

a transaction involving an acquisition proposal within twelve months of such termination.

Parent will be obligated to pay the Company a

termination fee of $276,218,000 (the “Parent Termination Fee”) if the Merger Agreement is terminated by the Company in certain

circumstances relating to Parent’s breach of the Merger Agreement or failure to consummate the Mergers when required to do so under

the Merger Agreement.

The foregoing description of the Merger Agreement

and the transactions contemplated thereby 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 attached hereto as Exhibit 2.1 and incorporated herein by reference.

The Merger Agreement has been included to provide

investors and security holders with information regarding its terms. It is not intended to provide any other factual information about

the Company, Parent or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in

the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for

the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being

qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures

include information that has been included in the Company’s public disclosures, as well as additional non-public information); may

have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these

matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable

to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations

of the actual state of facts or condition of the Company or Parent or any of their respective subsidiaries or affiliates. Additionally,

the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or

modification. Moreover, information

concerning the subject matter of the representations,

warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected

in the Company’s public disclosures.

Voting, Support and Rollover Agreements

Certain stockholders of the Company and holders

of OpCo LLC Units, including members of management and other employees, have entered into Voting, Support and Rollover Agreements with

Parent (the “Rollover Agreements”), pursuant to which, among other things, each such stockholder will, subject to the terms

and conditions set forth in the applicable agreement, vote or cause to be voted its Class A Shares and Class B Shares in favor of the

adoption of the Merger Agreement and the transactions contemplated thereby, contribute certain Class A Shares (the “Rollover Stock”)

to Square Acquisition Topco, LLC, a Delaware limited liability company (“Topco”), in exchange for equity interests in Topco,

and retain certain OpCo LLC Units (the “Retained Units” and such contributions and/or retentions, collectively, the “Rollover”).

The foregoing description of the Rollover Agreements does not purport to be complete and is subject to and qualified in its entirety by

reference to the full text of the form of Rollover Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Amendment to Tax Receivable Agreement

Concurrently with the execution of the Merger

Agreement, the Company, OpCo LLC and certain members of OpCo LLC entitled to benefits under the Tax Receivable Agreement entered into

an amendment to the Tax Receivable Agreement (the “TRA Amendment”), which provides, among other things, for the payment of

a termination payment as set forth in the TRA Amendment and the termination of the Tax Receivable Agreement upon consummation of the Initial

Mergers. The foregoing description of the TRA Amendment does not purport to be complete and is subject to and qualified in its entirety

by reference to the full text of the TRA Amendment, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On September 14, 2026, the Company issued a press

release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated

herein by reference.

The information contained in this Item 7.01, including

Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange

Act, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,

except as expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking

Statements

Some of the statements contained in this Current

Report on Form 8-K and other written and oral statements made from time to time by us and our representatives are forward-looking statements

and not statements of historical or current fact. We have based these forward-looking statements on our current expectations, and these

statements are subject to known and unknown risks, uncertainties and assumptions. Forward-looking statements include, but are not limited

to, statements relating to: our goals, plans, and strategic initiatives; long-term growth prospects; maximizing value for our stockholders;

and other events, conditions or developments that will or may occur in the future; and timing of any of the foregoing. You can identify

forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,”

“intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”

“projects,” “forecast,” “outlook,” “assume,” “potential” or “continue”

or variations or the negative counterparts of these terms or other comparable terminology. These statements are only predictions and are

no guarantee of future performance, and investors should not place undue reliance on forward-looking statements as predictive of future

results. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating

these statements and our prospects, you should carefully consider the factors set forth below. All forward-looking statements attributable

to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout

this Current Report on Form 8-K.

Forward-looking statements by their nature address

matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the Agreement and Plan

of Merger, by and among the Company, The Baldwin Insurance Group Holdings, LLC, Square Acquisition Parent, Inc. (“Buyer”),

Square Acquisition Merger Sub I, Inc. and Square Acquisition Merger Sub II, LLC (the “Transaction”). All such forward-looking

statements are based upon current plans, estimates, expectations, opportunities and ambitions that are subject to risks, uncertainties,

assumptions, and other important factors, many of which are beyond the control of the Company, that could cause actual results to differ

materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include,

but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and

conditions of any required governmental and regulatory approvals; the occurrence of any event, change or other circumstances that could

give rise to the termination of the Transaction; the possibility that the Company’s stockholders may not approve the Transaction;

the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to

disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the

Transaction could have adverse effects on the market price of the Company’s common stock; the risk that the Transaction and its

announcement could have an adverse

effect on the parties’ business relationships

and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships

with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities;

customer, stockholder, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the

risk of potential litigation relating to the Transaction that could be instituted against the Company or its directors and/or officers;

the risk associated with third-party contracts containing material consent, anti-assignment, transfer or other provisions that may be

related to the Transaction which are not waived or otherwise satisfactorily resolved; significant costs, or expenses incurred in connection

with the Transaction; Buyer’s ability to obtain the necessary financing arrangements set forth in the commitment letters received

in connection with the Transaction; certain restrictions contained in the Agreement and Plan of Merger that may impact the Company’s

ability to pursue certain business opportunities or strategic transactions; the risk of various events that could disrupt operations,

including pandemics, epidemics or other public health crises or severe weather (such as droughts, floods, avalanches and earthquakes),

cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes

in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative,

political or regulatory conditions outside of the Company’s control. All such factors are difficult to predict and are beyond our

control, including those detailed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, which

was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “Form 10-K”),

quarterly reports on Form 10-Q and other documents subsequently filed by the Company with the SEC. The Company’s forward-looking

statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Other unpredictable

factors not discussed in this Current Report on Form 8-K could also have material adverse effects on forward-looking statements. The Company

does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements

speak only as of the date hereof.

Additional Information and Where to Find It

In connection with the Transaction, the Company

will file with the SEC a proxy statement on Schedule 14A. The definitive proxy statement will be sent to the stockholders of the Company

seeking their approval of the Transaction and other related matters. In addition, certain participants in the Transaction will file a

Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. The Company and the other participants in the

Transaction may also file other relevant documents with the SEC regarding the Transaction. This Current Report on Form 8-K is not a substitute

for the proxy statement on Schedule 14A (if and when available), the Schedule 13E-3 (if and when available) or any other document that

the Company or the other participants in the Transaction may file with the SEC with respect to the Transaction.

BEFORE MAKING ANY INVESTMENT OR VOTING DECISION,

INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS

THERETO OR INCORPORATED BY REFERENCE THEREIN) WHEN IT BECOMES AVAILABLE, THE SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO

OR INCORPORATED BY REFERENCE THEREIN), AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION

WITH THE TRANSACTION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free

copies of these documents, including the proxy statement, and other documents filed with the SEC by the Company through the website maintained

by the SEC at https://www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge by accessing

the Company’s website at https://ir.baldwin.com/financials/sec-filings or by contacting the Company via email by sending a message

to IR@baldwin.com.

Participants in the Solicitation

The Company, Buyer and their respective directors

and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection

with the Transaction under the rules of the SEC. Information about the directors and executive officers of the Company and other persons

who may be deemed to be participants in the solicitation of stockholders of the Company in connection with the Transaction and a description

of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and other relevant

material related to the Transaction, which will be filed with the SEC when they become available, and may be found in the Company’s

definitive proxy statement in connection with its 2026 Annual Meeting of Stockholders, as filed with the SEC on April 22, 2026 (the “2026

Proxy Statement”), and in the Form 10-K. Information about the directors and executive officers of the Company, their ownership

of the Company common stock, and the Company’s transactions with related persons is set forth in the sections entitled “Directors,

Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions, and Director

Independence” included in the Form 10-K, and in the sections entitled “Corporate Governance,” “Compensation Discussion

and Analysis,” “Compensation Tables,” and “Security Ownership of Certain Beneficial Owners and Management,”

included in the 2026 Proxy Statement. Additional information regarding the interests of such participants in the solicitation of proxies

in respect of the Transaction will be included in the proxy

statement and other relevant materials to be

filed with the SEC when they become available. These documents can be obtained free of charge from the SEC’s website at www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K is not intended

to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities

or the 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description of Exhibit

2.1*

Agreement and Plan of Merger, by and among The Baldwin Insurance Group, Inc., The Baldwin Insurance Group Holdings, LLC, Square Acquisition Parent, Inc, Square Acquisition Merger Sub I, Inc. and Square Acquisition Merger Sub II, LLC, dated September 14, 2026.

10.1*

Form of Voting, Support and Rollover Agreement, by and among Parent, The Baldwin Insurance Group, Inc., The Baldwin Insurance Group Holdings, LLC and the other parties thereto.

10.2*

Amendment No. 1 to the Tax Receivable Agreement, dated September 14, 2026, by and among The Baldwin Insurance Group, Inc., The Baldwin Insurance Group Holdings, LLC and the other parties thereto.

99.1

Press Release, dated September 14, 2026.

104

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

Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.

SIGNATURES

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 hereunto duly authorized.

Date: September 14, 2026

THE BALDWIN INSURANCE GROUP, INC.

By:

/s/ Bradford L. Hale

Name:

Bradford L. Hale

Title:

Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: dp253297_ex0201.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated as of

September 14, 2026

among

THE BALDWIN INSURANCE GROUP, INC.

THE BALDWIN INSURANCE GROUP HOLDINGS, LLC,

SQUARE ACQUISITION PARENT, INC.,

SQUARE ACQUISITION MERGER SUB I, INC.

and

SQUARE ACQUISITION MERGER SUB II, LLC

TABLE OF CONTENTS

Page

Article 1

DEFINITIONS

Section 1.01 Definitions

Section 1.02 Other Definitional and Interpretative Provisions

Article 2

THE MERGERS

Section 2.01 Exchange of OpCo LLC Units

Section 2.02 The LLC Merger

Section 2.03 The Merger

Section 2.04 Conversion of Class A Shares and Class B Shares

Section 2.05 Payment

Section 2.06 Dissenting Shares

Section 2.07 Company Equity Awards

Section 2.08 Adjustments

Section 2.09 Withholding Rights

Section 2.10 The Second LLC Merger

Article 3

THE SURVIVING CORPORATION

Section 3.01 Certificate of Incorporation

Section 3.02 Bylaws

Section 3.03 Directors and Officers

Article 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.01 Corporate Existence and Power

Section 4.02 Corporate Authorization

Section 4.03 Governmental Authorization

Section 4.04 Non-contravention

Section 4.05 Capitalization

Section 4.06 Subsidiaries

Section 4.07 SEC Filings and the Sarbanes-Oxley Act

Section 4.08 Financial Statements

Section 4.09 Disclosure Documents

Section 4.10 Absence of Certain Changes

Section 4.11 No Undisclosed Material Liabilities

Section 4.12 Compliance with Laws and Court Orders

Section 4.13 Anti-Corruption & Trade Controls

Section 4.14 Litigation

Section 4.15 Properties

Section 4.16 Intellectual Property

Section 4.17 Taxes

Section 4.18 Employee Benefit Plans

Section 4.19 Labor Matters

Section 4.20 Environmental Matters

Section 4.21 Material Contracts

Section 4.22 RIA Compliance Matters

Section 4.23 Client Agreements

Section 4.24 Insurance

Section 4.25 Finders’ Fees

Section 4.26 Opinion of Financial Advisor

Section 4.27 Antitakeover Statutes

Section 4.28 Related Party Transactions

Section 4.29 Insurance Operational Matters.

Section 4.30 No Other Representations or Warranties

Article 5

REPRESENTATIONS AND WARRANTIES OF PARENT

Section 5.01 Corporate Existence and Power

Section 5.02 Corporate Authorization

Section 5.03 Governmental Authorization

Section 5.04 Non-contravention

Section 5.05 Disclosure Documents

Section 5.06 Finders’ Fees

Section 5.07 Financing

Section 5.08 Solvency

Section 5.09 No Prior Operations; Capitalization

Section 5.10 Guarantee

Section 5.11 Other Businesses

Section 5.12 National Security Matters

Section 5.13 No Other Representations or Warranties

Section 5.14 Ownership

Section 5.15 No Form A Impediments

Article 6

COVENANTS OF THE COMPANY

Section 6.01 Conduct of the Company

Section 6.02 Access to Information

Section 6.03 Non-Solicitation; Other Offers

Section 6.04 Advisory Client Consents

Article 7

COVENANTS OF PARENT

Section 7.01 Conduct of Parent

Section 7.02 Obligations of Merger Subs

Section 7.03 Director and Officer Liability

Section 7.04 Employee Matters

Article 8

COVENANTS OF PARENT AND THE COMPANY

Section 8.01 Antitrust and Other Regulatory Filings.

Section 8.02 Cooperation

Section 8.03 Proxy Statement; Schedule 13E-3; Company Meeting

Section 8.04 Public Announcements

Section 8.05 Further Assurances

Section 8.06 Confidentiality

Section 8.07 Section 16 Matters

Section 8.08 Notices of Certain Events

Section 8.09 Litigation and Proceedings

Section 8.10 Financing

Section 8.11 Company Financing Cooperation

Section 8.12 Credit Agreement

Section 8.13 Company Indenture

Section 8.14 Stock Exchange De-listing

Section 8.15 Resignations

Section 8.16 Formation of Seller LLC, Seller Intermediate and Seller Merger Sub

Section 8.17 Rollover Agreements

Section 8.18 Tax Matters

Section 8.19 TRA Amendment

Article 9

CONDITIONS TO THE MERGERS

Section 9.01 Conditions to the Obligations of Each Party

Section 9.02 Conditions to the Obligations of Parent and Merger Subs

Section 9.03 Conditions to the Obligations of the Company and OpCo LLC

Article 10

TERMINATION

Section 10.01 Termination

Section 10.02 Effect of Termination

Article 11

MISCELLANEOUS

Section 11.01 Notices

Section 11.02 Survival of Representations, Warranties, Covenants and Agreements

Section 11.03 Amendments and Waivers

iii

Section 11.04 Expenses

Section 11.05 Disclosure Schedule

101

Section 11.06 Binding Effect; Benefit; Assignment

101

Section 11.07 Governing Law

102

Section 11.08 Jurisdiction

102

Section 11.09 WAIVER OF JURY TRIAL

102

Section 11.10 Counterparts; Effectiveness

102

Section 11.11 Entire Agreement

103

Section 11.12 Severability

103

Section 11.13 Specific Performance

103

Section 11.14 Debt Financing Sources

104

Section 11.15 No Recourse

105

Section 11.16 Special Committee Approval

106

AGREEMENT AND PLAN OF MERGER

(this “Agreement”) dated as of September 14, 2026 by and among The Baldwin Insurance Group, Inc., a Delaware corporation

(the “Company”), The Baldwin Insurance Group Holdings, LLC, a Delaware limited liability company (“OpCo LLC”),

Square Acquisition Parent, Inc., a Delaware corporation (“Parent”), Square Acquisition Merger Sub I, Inc., a Delaware

corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”), and Square Acquisition Merger Sub II, LLC,

a Delaware limited liability company and a wholly owned, direct subsidiary of Parent (“LLC Merger Sub” and, together

with Merger Sub, “Merger Subs”), and the parties who execute the Joinder (as defined below).

W I T N E S S E T H:

WHEREAS, the parties intend

that, on the terms and subject to the conditions set forth in this Agreement, (a) OpCo LLC shall form a new, wholly owned Delaware limited

liability company (“Seller LLC”), Seller LLC shall form a new, wholly owned Delaware limited liability company (“Seller

Intermediate”) and Seller Intermediate shall form a new, wholly owned Delaware limited liability company (“Seller Merger

Sub”), (b) Parent shall cause LLC Merger Sub to merge with and into OpCo LLC (the “LLC Merger”), with OpCo

LLC surviving the LLC Merger, pursuant to and in accordance with the provisions of this Agreement and the Delaware Limited Liability Company

Act (the “DLLCA”), as may be amended from time to time, (c) simultaneously with the LLC Merger, Merger Sub shall merge

with and into the Company (the “Merger” and together with the LLC Merger, the “Initial Mergers”),

with the Company surviving the Merger, pursuant to and in accordance with the provisions of this Agreement and the General Corporation

Law of the State of Delaware, as may be amended from time to time (the “DGCL”) and (d) immediately following the Initial

Mergers, the Surviving Corporation and Seller Intermediate shall cause Seller Merger Sub to merge with and into OpCo LLC (the “Second

LLC Merger”, and together with the Initial Mergers, the “Mergers”), with OpCo LLC surviving the Second LLC

Merger, pursuant to and in accordance with the provisions of this Agreement and the DLLCA, as may be amended from time to time;

WHEREAS, the Board of Directors

of the Company (the “Board of Directors”) established a special committee consisting only of directors the Board of

Directors determined to be “disinterested directors” (as defined in Section 144 of the DGCL) to, among other things, (i) review,

evaluate and oversee the negotiations by the Company with each interested party of any element of a potential transaction involving the

Company, including a potential take-private transaction and (ii) determine and recommend to the Board of Directors whether a potential

transaction is advisable and fair to and in the best interests of the stockholders of the Company (the “Special Committee”);

WHEREAS, the Special Committee

has unanimously (a) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms

and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and its stockholders other

than holders of Rollover Stock and stockholders who are a party to the Tax Receivable Agreement (the “Unaffiliated Stockholders”),

and (b) recommended that the Board of Directors (i) determine that this Agreement and the transactions contemplated

hereby, including the Merger, are advisable, fair

to and in the best interests of the Company and the Unaffiliated Stockholders, (ii) approve and declare advisable this Agreement and the

transactions contemplated by this Agreement, including the Merger, and (iii) subject to approval by the Board of Directors, submit

this Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor

of the adoption of this Agreement (such recommendation, the “Special Committee Recommendation”);

WHEREAS, the Board of Directors

(acting upon the Special Committee Recommendation) has (a) determined that this Agreement and the transactions contemplated by this Agreement,

including the Merger, on the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of

the Company and its stockholders, including the Unaffiliated Stockholders, (b) approved and declared advisable this Agreement, the execution

and delivery by the Company of this Agreement, the performance by the Company of the covenants and agreements contained herein and the

consummation of the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions contained

herein, (c) directed that this Agreement be submitted to the stockholders of the Company for their adoption and (d) resolved to recommend

that the stockholders of the Company vote in favor of the adoption of this Agreement (such recommendation, the “Company Board

Recommendation”);

WHEREAS, the Board of Directors,

on behalf of the Company in its capacity as the managing member of OpCo LLC, has (i) determined that this Agreement and the transactions

contemplated hereby, including the LLC Merger, are advisable, fair to, and in the best interests of, OpCo LLC and its members, (ii) determined

that this Agreement and the transactions contemplated hereby do not (a) disadvantage the members of OpCo LLC or their interests relative

to the stockholders of the Company, (b) advantage the stockholders of the Company relative to the members of OpCo LLC or (c) treat the

members of OpCo LLC and the stockholders of the Company differently, in each case, in accordance with Section 7.04 of the OpCo

LLC Agreement, and (iii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the

LLC Merger;

WHEREAS, the managing member

or the board of directors, as applicable, of each of Parent, LLC Merger Sub and Merger Sub has (a) determined that this Agreement and

the transactions contemplated by this Agreement, including the LLC Merger and the Merger, on the terms and subject to the conditions set

forth herein, are advisable, fair to and in the best interests of Parent, LLC Merger Sub and Merger Sub, as applicable, and (b) approved

and declared advisable this Agreement, the execution and delivery of this Agreement, the performance of their respective covenants and

agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the LLC Merger and the

Merger, on the terms and subject to the conditions contained herein;

WHEREAS, prior to or

concurrently with the execution of this Agreement, and as a condition to the willingness of, and material inducement to, the Company

to enter into this Agreement, Parent has delivered to the Company (i) the Equity Commitment Letter between Parent and DFO Private

Investments, L.P., a Delaware limited partnership (the “DFO Sponsor”), and (ii) the limited guarantee in favor of

the Company with respect to the performance by Parent of certain of its obligations hereunder, duly executed by the DFO Sponsor

(together with Sequence, each, a “Sponsor” and, collectively,

the “Sponsors”) and dated as of the date hereof (the “Guarantee”);

WHEREAS, concurrently with

the execution and delivery of this Agreement and as an inducement for Parent and Merger Subs to enter into this Agreement, certain stockholders

of the Company or holders of OpCo LLC Units are entering into voting, rollover and support agreements with Parent (the “Voting,

Support and Rollover Agreements”), pursuant to which, among other things, (i) each such stockholder of the Company will, subject

to the terms and conditions set forth in each applicable Voting, Support and Rollover Agreement, vote or cause to be voted any shares

of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) and Class B common

stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common

Stock, the “Company Common Stock”) owned or controlled by them in favor of adopting this Agreement and any other actions

contemplated hereby in respect to which approval of the holders of Shares is sought and (ii) each such Person will, immediately prior

to the consummation of the Initial Mergers and following the consummation of the Closing Exchanges, contribute to Ultimate Parent a number

of Class A Shares (together with any Class A Shares so contributed pursuant to any other Rollover Agreements, the “Rollover Stock”)

set forth therein in exchange for equity interests of Ultimate Parent (such contributions (including pursuant to any Rollover Agreements),

collectively, the “Stockholder Rollover”), and agree not to effect an Exchange (as defined in the OpCo LLC Agreement)

of, and to retain, certain OpCo LLC Units immediately prior to the Effective Time (collectively with any OpCo LLC Units so retained pursuant

to any other Rollover Agreements, the “Retained Units”, such retention (including pursuant to any Rollover Agreements),

the “Unitholder Retention” and the Unitholder Retention together with the Stockholder Rollover, collectively, the “Rollover”);

WHEREAS, concurrently with

the execution of this Agreement, the Company, OpCo LLC and certain members of OpCo LLC entitled to benefits under the Tax Receivable Agreement

are entering into that certain Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”), which provides

for, among other things, the payment of a termination payment as set forth in the TRA Amendment and the termination of the Tax Receivable

Agreement upon the consummation of the Initial Mergers; and

WHEREAS, Holders (as defined

in the Stockholders Agreement) of a majority of the Class B Shares held by the Holders have executed a written consent approving and consenting

to the transactions contemplated by this Agreement, including the Merger, for purposes of Section 1.01 of the Stockholders Agreement (the

“Class B Consent”).

NOW, THEREFORE, in consideration

of the foregoing and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article

DEFINITIONS

Section 1.01

Definitions. As used herein, the following terms have the following meanings:

“1933 Act”

means the Securities Act of 1933.

“1934 Act”

means the Securities Exchange Act of 1934.

“Acceptable Confidentiality

Agreement” means an agreement with the Company that is either (a) in effect as of the date hereof; or (b) executed, delivered

and effective after the date hereof, in either case (i) containing provisions that require any counterparty thereto (and any of its Affiliates

and Representatives named therein) that receive non-public information of or with respect to the Company to keep such information confidential

(subject to customary exceptions), (ii) containing provisions not less favorable to the Company in the aggregate than the terms of the

Confidentiality Agreement (it being understood that such agreement need not contain a standstill or similar provision) and (iii) that

does not prohibit the Company from providing any information to Parent in accordance with, or otherwise complying with its obligations

hereunder, including ‎Section 6.03.

“Acquisition Proposal”

means, other than the transactions contemplated by this Agreement, any offer, proposal or indication of interest from any Third Party,

relating to, in a single transaction or a series of related transactions, (i) any acquisition or purchase, directly or indirectly, of

20% or more of the consolidated assets of the Company and its Subsidiaries or 20% or more of any class of equity or voting securities

of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets

of the Company, or to which 20% or more of the revenues or earnings of the Company and its Subsidiaries on a consolidated basis are attributable,

(ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Third Party beneficially

owning 20% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or

in the aggregate, constitute 20% or more of the consolidated assets of the Company, or to which 20% or more of the revenues or earnings

of the Company and its Subsidiaries on a consolidated basis are attributable, (iii) a merger, consolidation, joint venture, amalgamation,

share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution

or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute

20% or more of the consolidated assets of the Company and its Subsidiaries, or to which 20% or more of the revenues or earnings of the

Company and its Subsidiaries on a consolidated basis are attributable or (iv) any combination of the foregoing.

“Action”

means any action, suit, claim, charge, complaint, audit, investigation, arbitration, mediation, enforcement action or other proceeding.

“Advisory Agreement”

means an investment advisory agreement entered into by an RIA Subsidiary with an Advisory Client for the purpose of providing Investment

Advisory Services to such Advisory Client.

“Advisory Client”

means any client or customer of any RIA Subsidiary for Investment Advisory Services.

“Affiliate”

means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by or is under common control with

such Person; provided that, for purposes of this Agreement, (i) Parent, the Merger Subs and the Sponsors shall be deemed not to

be Affiliates of the Company and vice versa and (ii) no Sponsor or Sponsor Related Person shall be deemed to be an Affiliate of

Parent or any Merger Sub. For purposes of this Agreement, “control” when used with respect to any Person means

the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,

by contract or otherwise, and the terms “controlling” and, “controlled” and “under common control with”

have correlative meanings.

“Anti-Corruption

Laws” means all U.S. and non-U.S. laws, rules and regulations relating to the prevention of corruption, money laundering, and

bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act of 2010, and legislation enacted

by member states and signatories implementing the OECD Convention Combating Bribery of Foreign Officials.

“Anti-Money Laundering

Laws” means all Applicable Laws relating to money laundering, terrorism financing, the proceeds of criminal activity, including

any financial record keeping and reporting requirements related thereto, including without limitation the U.S. Bank Secrecy Act, USA PATRIOT

Act, and their implementing regulations, and applicable FINRA rules related to money laundering and recordkeeping.

“Antitrust Laws”

means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act and all other applicable foreign competition laws

issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect

of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“APO” means

a Service Provider identified in the records of the Company as an Advisor Partnership Opportunity.

“APO Award”

means an award of Company Restricted Shares held by an APO.

“Applicable Law”

means, with respect to any Person, any federal, state, foreign or local law (statutory, common or otherwise), act, statute, constitution,

treaty, convention, ordinance, code, rule, regulation, Order, injunction, judgment, writ, decree, ruling or other similar requirement

enacted, adopted, promulgated or applied by a Governmental Authority that is binding on or applicable to such Person.

“Applicable SAP”

means, with respect each Reciprocal, the applicable statutory accounting principles (or local equivalents in the applicable jurisdiction)

prescribed or permitted by the applicable Insurance Regulator under the Insurance Law of such Reciprocal’s domiciliary jurisdiction.

“Burdensome Condition”

means any Regulatory Concession that (i) is not conditioned on the Closing; or (ii) except as set forth on Section 1.01(a) of the Company

Disclosure Schedule, relates to any Sponsor or Sponsor Related Person or its businesses or assets (but excluding, for the avoidance of

doubt, any Regulatory Concession applicable solely to Parent, the Company or its Subsidiaries).

“Business Day”

means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable

Law to close.

“Class A Share”

means a share of Class A Common Stock.

“Class B Share”

means a share of Class B Common Stock.

“COBRA”

means the Consolidated Omnibus Budget Reconciliation Act of 1985.

“Code”

means the Internal Revenue Code of 1986.

“Collective Bargaining

Agreement” means any written or oral agreement, memorandum of understanding or other contractual obligation with a labor union,

works council, labor organization, group of employees or other employee representative representing Company Employees.

“Company 10-K”

means the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025.

“Company 10-Q”

means the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2026.

“Company Balance

Sheet” means the unaudited consolidated balance sheet of the Company as of the Company Balance Sheet Date and the footnotes

thereto set forth in the Company 10-Q.

“Company Balance

Sheet Date” means June 30, 2026.

“Company Credit Agreement”

means that certain Amended and Restated Credit Agreement, dated as of May 24, 2024, among The Baldwin Insurance Group Holdings, LLC (f/k/a

Baldwin Risk Partners, LLC), as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto, the lenders

party thereto and the issuing lenders party thereto, as amended by Amendment No. 1 to Credit Agreement dated as of December 4, 2024, Amendment

No. 2 to Credit Agreement dated as of January 10, 2025, Amendment No. 3 to Credit Agreement dated as of September 18, 2025 and Amendment

No. 4 to Credit Agreement dated as of January 2, 2026.

“Company Credit Facility”

means the Company’s revolving credit facility under the Company Credit Agreement with commitments in an aggregate principal amount

of $600.0 million, maturing May 24, 2029.

“Company Disclosure

Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company

to Parent and Merger Subs.

“Company Employee”

means, as of any time, any employee of the Company or any of its Subsidiaries.

“Company Indenture”

means that certain Indenture, dated as of May 24, 2024, by and among The Baldwin Insurance Group Holdings, LLC, The Baldwin Insurance

Group Holdings Finance, Inc., the guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as

trustee and notes collateral agent.

“Company Material

Adverse Effect” means any event, change, circumstance, effect, occurrence, condition, state of facts or development that, individually

or in the aggregate, has or would reasonably be expected to have a material adverse effect on the financial condition, business, assets

or results of operations of the Company, its Subsidiaries and the Reciprocals, taken as a whole, excluding any event, change, circumstance,

effect, occurrence, condition, state of facts or development to the extent arising or resulting from (A) changes in GAAP, statutory accounting

principles or other regulatory accounting requirements applicable to any industry in which the Company, its Subsidiaries and the Reciprocals

operate after the date hereof or the authoritative interpretation of any of the foregoing, (B) changes, developments or conditions after

the date hereof generally in financial or securities markets or in the general economic or political conditions globally or in any jurisdiction

in which the Company, its Subsidiaries and the Reciprocals operate, including the imposition or adjustment of tariffs, (C) changes in

conditions affecting generally the industries in which the Company, its Subsidiaries and the Reciprocals operate, (D) changes in geopolitical

conditions (and any evolutions thereof and any Sanctions or other Applicable Laws, directives or policies promulgated by any Governmental

Authority in connection therewith), the outbreak or escalation of hostilities, any actual or threatened acts of war, sabotage, cyberattack

or terrorism, global health conditions (including any epidemic, pandemic or disease outbreak), or natural disaster (including any hurricane,

tornado, flood, earthquake and weather-related event), (E) changes in Applicable Law after the date hereof, (F) the execution, delivery,

and performance or public announcement of this Agreement or pendency or consummation of the transactions contemplated hereby, or any facts

or circumstances relating to the identity of Parent, including the impact of any of the foregoing on the relationships, contractual or

otherwise, of the Company, its Subsidiaries and the Reciprocals with third parties (provided, that this clause (F) shall

be disregarded for purposes of the representation and warranties contained in ‎Section 4.02, ‎Section 4.04 and

‎Section 4.27 and determining the satisfaction of the conditions in ‎Section 9.02(a) and ‎Section 9.02(b)

with respect to the representations and warranties contained in ‎Section 4.02, ‎Section 4.04 and ‎Section

4.27), (G) any failure of any of the Company, its Subsidiaries or the Reciprocals to meet, with respect to any period after the date

hereof, any internal or published budgets or business plans, projections, forecasts or estimates of earnings or revenues (it being understood

that any underlying facts giving rise or contributing to such failure that are not otherwise excluded from the definition of “Company

Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect), (H)

any action taken (or omitted to be taken) by the Company, its Subsidiaries or the Reciprocals at the written request of Parent or its

Affiliates or (I) any action taken (or omitted to be taken) by the Company, its Subsidiaries or the Reciprocals that is expressly required

to be taken or omitted to be taken, as applicable, pursuant to this Agreement (other than any actions or omissions taken in accordance with Section 6.01), except,

in the case of clauses (A), (B), (C), (D) and (E), to the extent the business of the Company, its Subsidiaries

and the Reciprocals, taken as a whole, is disproportionately affected thereby relative to other participants in the industry or industries

in which the Company, its Subsidiaries and the Reciprocals operate, in which case solely the incremental disproportionate adverse impact

may be taken into account in determining whether there has occurred or would reasonably be expected to occur a Company Material Adverse

Effect.

“Company-Owned Intellectual

Property” means any and all Intellectual Property owned by the Company or any of its Subsidiaries.

“Company Party”

means the Company and OpCo LLC.

“Company PSUs”

means the restricted stock units granted pursuant to the Equity Plans that are subject to performance-based vesting conditions and that

are outstanding immediately prior to the Effective Time.

“Company Software” means the

proprietary Software owned by the Company or any of its Subsidiaries, which is material to the conduct of their businesses.

“Conditions Exhibit”

shall mean Exhibit C to the Debt Commitment Letter.

“Confidentiality

Agreement” means the Confidentiality Agreement, dated as of June 21, 2026, between the Company and Sequence.

“Continuing Employee”

means each Company Employee employed by the Company or any of its Subsidiaries immediately prior to the Effective Time whose employment

with the Surviving Corporation (or Parent or any of its Affiliates) continues after the Effective Time.

“Contract”

means any written contract, binding letter of intent, lease, sublease, occupancy agreement, license, sublicense, indenture, note, bond,

loan, mortgage, agreement, deed of trust, concession, franchise or other binding instrument, commitment or undertaking, including any

exhibits, annexes, appendices or attachments thereto, and any amendments, modifications, supplements, extensions or renewals thereto,

excluding sale and purchase orders; provided, that the foregoing shall not include Orders.

“Employee Plan”

means (i) each “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) each employment,

consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, program, policy

or arrangement or (iii) each other plan, agreement, program, policy or arrangement providing for bonuses, profit-sharing, equity or equity-based

compensation or other forms of incentive or deferred compensation, vacation benefits, medical, dental, vision, flexible spending, prescription

or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance

program, or post-employment or retirement benefits (including compensation, pension, health, medical or insurance benefits), in each case,

that is sponsored, maintained, administered, contributed to or required to be contributed to, or entered into, by the Company or any of

its Subsidiaries, including for the current or future benefit of any current or former Service Provider or any dependent or beneficiary

thereof, or under or with respect to which the Company or any of its Subsidiaries has any current or contingent liability or obligation, other than any plan, agreement, program

or policy that is statutorily mandated and exclusively maintained by a Governmental Authority.

“Environmental Laws”

means any Applicable Laws that have as their principal purpose the protection of the environment.

“Equity Plans”

means the Company’s Omnibus Incentive Plan and Partnership Inducement Award Plan, each as amended.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any entity that is or was, at a relevant time a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section

4001(b)(1) of ERISA that includes the Company or included the Company or any of its Subsidiaries.

“Ex-Im Laws”

means all U.S. and non-U.S. laws relating to export, reexport, transfer, and import controls, including the Export Administration Regulations,

the International Traffic in Arms Regulations, the customs and import laws administered by U.S. Customs and Border Protection, and the

EU Dual Use Regulation.

“Excluded Information”

shall mean (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any other information

customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment”

financial information that is not readily available, prepared or able to be generated in the ordinary course of business of the Company

at the time requested by Parent or (5) other information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X under the 1933

Act, any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the 1933 Act or any other

information customarily excluded from an offering memorandum for private placements of nonconvertible high-yield debt securities under

Rule 144A promulgated under the 1933 Act.

“GAAP”

means generally accepted accounting principles in the United States.

“Governmental Authority”

means any transnational, domestic or foreign federal, state, provincial, local or other governmental, regulatory or administrative authority,

department, court, agency, commission or official, including any insurance department or division thereof, and any political subdivision

thereof, or any other governmental or quasi-governmental (including self-regulatory) authority or instrumentality.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Insurance Contract”

shall mean any insurance policy or Contract, in each case, together with all policies, binders, slips, certificates, applications, endorsements,

riders and ancillary agreements in connection therewith that are issued by or produced by an Insurance Subsidiary.

“Insurance Laws”

means all Applicable Laws administered, enforced or interpreted by any Governmental Authority having jurisdiction over the business of

insurance or any Insurance Subsidiary or the Reciprocals, including any state insurance department or other insurance regulatory authority, and all other Applicable

Laws relating to the licensing, regulation, supervision, ownership, operation or conduct of the business of insurance or reinsurance,

including those governing insurance holding company systems, insurer solvency, capital and surplus, investments, producer licensing, market

conduct, policy forms and rates, claims handling, reinsurance, financial reporting, examinations, corporate governance, privacy and data

security, unfair trade practices, anti-fraud, anti-money laundering, and any other insurance-related regulatory requirements.

“Insurance Regulator”

shall mean the applicable Governmental Authority with primary responsibility for regulating the business of insurance or reinsurance,

or regulating insurance or reinsurance companies or insurance or reinsurance intermediaries, under Insurance Laws in a jurisdiction.

“Insurance Subsidiary”

means any direct or indirect Subsidiary of the Company that is licensed, authorized, registered, certified, approved or otherwise regulated

by any Governmental Authority having jurisdiction over the business of insurance, including any Insurance Regulators. Insurance Subsidiary

shall include any insurance company, attorney-in-fact for a reciprocal insurance exchange, reinsurer, producer, agency, broker, managing

general agent, claims adjuster, reinsurance broker, captive manager, captive insurance company, risk purchasing group, third-party administrator

or other Person engaged in the business of insurance or otherwise subject to regulation under applicable Insurance Laws. For clarity,

Insurance Subsidiary shall not include any of the Reciprocals.

“Intellectual Property”

means intellectual property rights throughout the world, including all of the following and all rights therein and thereto: (i) trademarks,

service marks, trade names, slogans, logos, brand names, certification marks, trade dress, domain names, social media accounts and handles,

and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications

in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application,

(ii) patents, applications for patents (including divisions, continuations, continuations in part, extensions, and renewal applications),

mask works, inventions and any renewals, reexaminations, substitutions, extensions or reissues thereof, in any jurisdiction, (iii) trade

secrets, know-how, methods, processes, techniques, data and databases, and other confidential or proprietary information, (iv) rights

in Software, and (v) copyright rights, whether registered or not, and registrations or applications for registration of copyrights in

any jurisdiction, and any renewals or extensions thereof.

“Investment Advisers

Act” means the Investment Advisers Act of 1940.

“Investment Advisory

Services” means investment management or investment advisory services, including any subadvisory services, that involve acting

as an “investment adviser” within the meaning of the Investment Advisers Act.

“IT Assets”

means information technology devices, computers, Software, computer systems, firmware, middleware, servers, networks, workstations, routers,

hubs, circuits, switches, data communications lines and all other information technology equipment, and all associated documentation,

in each case, owned by, or leased or licensed to the Company or its Subsidiaries.

“Knowledge”

means (a) with respect to the Company, the actual knowledge of the individuals listed on ‎Section 1.01(b) of the Company Disclosure

Schedule and (b) with respect to Parent or Merger Sub, the actual knowledge of the individuals listed on ‎Section 1.01(c) of the

Company Disclosure Schedule.

“Leased Real Property”

means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures

or other interest in real property held by the Company or any Subsidiary pursuant to a Lease.

“Leases”

means all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any Subsidiary

holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf

of the Company or any Subsidiary thereunder.

“Legacy Unitholders”

means the holders of OpCo LLC Units immediately prior to the consummation of the Closing Exchanges.

“Lien”

means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, right of first refusal, right of

first offer, encumbrance, license, sublicense, or other adverse claim of any kind in respect of such property or asset. For purposes of

this Agreement, a Person shall be deemed to own, subject to a Lien, any property or asset that it has acquired or holds subject to the

interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such

property or asset.

“Material Reinsurance

Contract” means any quota share Reinsurance Contract to which a Reciprocal is a party.

“NASDAQ”

means Nasdaq Stock Market, LLC.

“New Client”

means a Person who becomes an Advisory Client during the period from the date of this Agreement through the Closing.

“OpCo LLC Agreement”

means the Third Amended and Restated Limited Liability Company Agreement of OpCo LLC, dated as of October 7, 2019, as amended by the Amendment

No. 1 dated as of November 3, 2020 and Amendment No. 2 dated as of May 2, 2024.

“OpCo LLC Units”

means the common limited liability interests in OpCo LLC.

“Order”

means any order, writ, injunction, judgement or decree of any Governmental Authority.

“ordinary course

of business” means any action taken by the Company or any of its Subsidiaries or the Reciprocals in the ordinary course of the

Company’s and its Subsidiaries’ and the Reciprocals’ business substantially consistent with past practice.

“Organizational Documents”

means the articles of association, articles of incorporation, certificate of incorporation, memorandum of association, charter, bylaws,

articles of formation, certificate of formation, operating agreement, certificate of limited partnership, partnership

agreement, exempted limited partnership agreement,

limited liability company agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection

with the creation, formation or organization of a Person, including any amendments thereto.

“Owned Real Property”

means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights

and interests appurtenant thereto, owned by the Company or any Subsidiary.

“Parent Disclosure

Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the

Company.

“Parent Material

Adverse Effect” means any event, change, circumstance, effect, occurrence, condition, state of facts or development that, individually

or in the aggregate, would be reasonably expected to prevent or materially impair or materially delay the ability of Parent or Merger

Sub to consummate, the Merger or the other transactions contemplated by this Agreement prior to the End Date.

“Permits”

means each grant, license, franchise, permit, easement, variance, exception, exemption, waiver, consent, certificate, certification, registration,

accreditation, approval, order, qualification or other similar authorization of any Governmental Authority.

“Permitted Liens”

means (a) carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, laborers’, suppliers’

and vendors’ liens and other similar Liens, if any, arising or incurred in the ordinary course of business that do not, individually

or in the aggregate, materially impair or materially interfere with the present use of the assets or otherwise materially impair present

business operations; (b) Liens for Taxes not yet due and payable or, if due and payable, that are being contested in good faith by appropriate

actions and that are adequately reserved for as of the date hereof in the applicable financial statements of the Company in accordance

with GAAP; (c) applicable zoning, planning, entitlement, conservation restrictions, land use restrictions, building codes and other governmental

rules and regulations imposed by a Governmental Authority having jurisdiction over the real property, none of which are violated by the

Company’s conduct of its business; (d) with respect to real property, the terms and conditions of the leases, subleases, licenses,

sublicenses or other occupancy agreements pursuant to which the Company or any of its Subsidiaries is a tenant, subtenant or occupant

(other than in connection with any breach thereof) that do not, and would not be reasonably expected to, materially detract from the use

or operation of the property subject thereto as currently used or operated by the Company or any of its Subsidiaries (or the value thereof);

(e) with respect to real property, Liens (including defects, irregularities or imperfections of title, encroachments, easements or claims

of easements, servitudes, permits, covenants, rights of way, flowage rights, restrictions, and similar restrictions of record, in each

case, that do not materially interfere with the business as presently conducted and would not be reasonably expected to materially detract

from the use or operation of the property subject thereto as currently used or operated by the Company or any of its Subsidiaries (or

the value thereof)); and (f) non-exclusive licenses or sublicenses to Intellectual Property granted by the Company or any of its Subsidiaries

in the ordinary course of business.

“Person”

means an individual, corporation, partnership, limited partnership, limited liability company, association, trust or other entity or organization,

including a Governmental Authority or any “group” within the meaning of Section 13(d) of the 1934 Act.

“Personal Information”

means any data or information that (i) whether alone or in combination with any other data or information, identifies or is reasonably

capable of identifying a natural Person, or (ii) is considered “personally identifiable information”, “personal information”,

or “personal data” under, is protected by, or subject to, Applicable Law.

“Pre-Closing Flow-Through

Tax Return” means any Tax Return relating to Pre-Closing Flow-Through Taxes.

“Pre-Closing Flow-Through

Taxes” means U.S. federal income, state, and local taxes and any other Taxes determined on a flow-through basis (i.e., reported

at the entity level but with respect to which items of income, gain, loss or deduction or other Tax attributes or Taxes are allocated

to the direct or indirect beneficial owners of the entity) with respect to OpCo LLC or any of its Subsidiaries relating to any Pre-Closing

Tax Period.

“Pre-Closing Tax

Period” means any Tax period (or portion of any Tax period) ending on or prior to the Closing Date.

“Privacy/Data Security

Laws” means, to the extent relating to Processing of Personal Information or otherwise relating to data privacy, data security,

or security breach notification requirements and to the extent applicable to the Company or its Subsidiaries, all laws, codes, regulations,

and the like to the extent governing the receipt, collection, use, storage, handling, sharing, security, use, disclosure, transfer, or

other Processing of Personal Information or the security (or breaches of security) of Company’s IT Assets.

“Privacy Requirement”

means any of the following to the extent relating to Processing of Personal Information: (i) the Company’s or any of its Subsidiaries’

own published or public rules, policies and procedures (whether physical or technical in nature, or otherwise) (ii) binding industry standards

applicable to the Company or any of its Subsidiaries, including the Payment Card Industry Data Security Standard (PCI-DSS), and (iii)

Contracts into which the Company or any of its Subsidiaries has entered or by which it is otherwise bound.

“Process”,

“Processed” or “Processing” means the collection, use, storage, processing, recording, transmission,

modification, destruction, retrieval, disposal, sharing, or disclosure or other activity regarding Personal Information (whether electronically

or in any other form or medium).

“Producers”

means the agents, general agents, sub-agents, brokers, wholesale brokers, independent contractors, consultants, affinity groups, insurance

solicitors, producers or other Persons who sell the Insurance Contracts.

“Reinsurance Contracts”

means any reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement to which any Reciprocal

is a party and with respect to which there is any liability thereunder (whether as cedant, reinsurer, or retrocessionaire thereunder).

“Reciprocals”

means the Builder Reciprocal Insurance Exchange, a Texas domestic reciprocal insurer, and Invictus Insurance Exchange, an Arizona domestic

reciprocal insurer.

“Required Information”

shall mean:

(a) to the extent the Closing Date occurs on a date that is 120 days or more after December 31, 2026, the

audited consolidated financial statements (including any related notes and schedules) of the Company, as of the end of the fiscal year

ending December 31, 2026; and

(b) the unaudited consolidated interim financial statements (including any related notes and schedules) of

the Company, as of the end of each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended after the date of this

Agreement and at least 60 days prior to the Closing Date (in the case of this clause (b), which shall be subject to a SAS 100 review and

include a comparative period for the previous fiscal year);

provided that the parties hereto agree

that the filing by the Company with the SEC of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q that includes any financial

statements or other information of the Company contemplated by the preceding clauses (a) and (b) or contemplated to be provided pursuant

to Section 8.11 will be deemed to satisfy any requirement to deliver such financial statements or such other information to Parent (to

the extent such financial statements or other information are included in such filing).

“Reserves”

shall mean the reserves, funds or provisions of a Reciprocal for losses, claims, premiums, policy benefits and expenses, including unearned

premium reserves, reserves for incurred losses, technical reserves, allocated and unallocated loss adjustment expenses, incurred but not

reported losses and loss adjustment expenses, in respect of an Insurance Contract issued by a Reciprocal.

“RIA Business”

means the business of investment management and investment advisory services, outsourced chief investment officer services, and financial

planning, and related consulting services, as conducted by each RIA Subsidiary, including the management of any RIA Subsidiary Accounts.

“RIA Subsidiary”

means any Subsidiary of OpCo LLC that is registered with the SEC as an investment adviser under the Investment Advisers Act.

“RIA Subsidiary Account”

means any investment account, separately managed account or similar account (a) controlled by each RIA Subsidiary; (b) for which any RIA

Subsidiary acts or acted as investment adviser, investment sub-adviser, general partner, managing member, manager or administrator; or

(c) from which any RIA Subsidiary receives, directly or indirectly, management fees or other revenues of any kind in connection with its

provision of investment management or investment advisory services, including sub-advisory services.

“Rollover Agreements”

means, collectively, (a) the Voting, Support and Rollover Agreements and (b) any other agreements entered into prior to, on or after the

date hereof by the Company, OpCo LLC and certain stockholders of the Company or holders of OpCo LLC Units

with respect to the contribution or retention

of shares of Class A Common Stock and/or OpCo LLC Units in connection with the Mergers, in each case in a form and substance acceptable

to Parent and entered into in accordance with Section 6.01 (it being acknowledged and agreed by Parent that each Rollover Agreement

that has been executed on or prior to the date hereof and provided to Parent prior to the execution of this Agreement is acceptable to

Parent for purposes hereof).

“Sanctioned Country”

means any country or region or government thereof that is, or has been since April 24, 2019, the subject or target of comprehensive Sanctions

(at present, Cuba, Iran, North Korea, and the Crimea region and the so-called Donetsk People’s Republic and Luhansk People’s

Republic in Ukraine).

“Sanctioned Person”

means any Person that is (i) listed on any Sanctions-related list of designated or blocked persons, including the U.S. Department of the

Treasury Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated Nationals and Blocked Persons,

or the government of Venezuela; (ii) located, organized, or ordinarily resident in a Sanctioned Country; (iii) in the aggregate, 50 percent

or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clauses (i) through (ii);

or (iv) any national of a Sanctioned Country with whom U.S. persons are prohibited from dealing.

“Sanctions”

means all U.S. and non-U.S. laws relating to economic or trade sanctions, including the Applicable Laws administered or enforced by the

United States (including by OFAC), the European Union and enforced by its member states, the United Nations, and His Majesty’s Treasury.

“Sarbanes-Oxley Act”

means the Sarbanes-Oxley Act of 2002.

“SEC” means

the U.S. Securities and Exchange Commission.

“Security Incident”

means any actual (i) breach of security, successful phishing incident, ransomware or malware attack, or other cyber or security incident

affecting or with respect to any of the IT Assets or (ii) incident in which any data or information (including trade secrets and Personal

Information) owned or held by the Company or any of its Subsidiaries was accessed, collected, disclosed, shared, transferred, destroyed,

lost, stolen or exfiltrated in an unauthorized manner.

“Securityholder Representative”

means a holder of OpCo LLC Units who is a Member (as defined in the Tax Receivable Agreement) and designated by OpCo LLC to be the Securityholder

Representative, in its capacity as representative of the holders of OpCo LLC Units.

“Sequence” means Sequence AI

Holdings, Inc., a Delaware corporation.

“Service Provider” means any

director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries, including any Company Employee.

“Share”

means each share of Company Common Stock.

“Software”

means software and computer programs, including any and all software implementations of algorithms, models, and methodologies (whether

in source code, object code, executable or binary code).

“Sponsor Related

Person” means Affiliates of any Sponsor (other than Parent and its Subsidiaries or, effective following the Effective Time,

the Company, and any of their respective Subsidiaries), including any affiliated management company of any Sponsor or investment funds

or investment vehicles affiliated with, or managed or advised by, such Sponsor or any such affiliated management company thereof, or any

portfolio company (as such term is commonly understood in the private equity industry) or operating company or direct or indirect investment

of any Sponsor, any affiliated management company thereof or any of their respective investment funds or investment vehicles, or any interest

therein.

“Stockholders Agreement”

means that certain Stockholders Agreement, dated as of October 30, 2024, by and among the Company and the other parties thereto.

“Subsidiary”

means, with respect to any Person, any Person of which securities or other ownership interests having ordinary voting power to elect a

majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned or controlled

by such Person. For the avoidance of doubt, OpCo LLC shall be deemed a Subsidiary of the Company and the Subsidiaries of OpCo LLC shall

be deemed Subsidiaries of the Company for purposes of this Agreement.

“Tax” means

all taxes, assessments, duties, levies, imposts or other similar charges imposed by a Governmental Authority, including income, gross

receipts, license, payroll, employment, excise, escheat, abandoned property, severance, stamp, occupation, premium, windfall profits,

environmental, customs duties, capital stock, franchise profits, withholding (including backup withholding), social security, unemployment,

disability, real property, personal property, sales, use, transfer, registration, ad valorem, value added, alternative or add-on minimum

or estimated tax or any other tax of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount.

“Tax Receivable Agreement”

means the Tax Receivable Agreement, dated as of October 28, 2019, by and among the Company, OpCo LLC and the other parties thereto.

“Tax Return”

means any report, return, document, claim for refund, information return, declaration or statement or filing with respect to Taxes (and

any amendments thereof), including any schedules or documents with respect thereto or accompanying payments of estimated Taxes.

“Third Party”

means any Person other than Parent or any of its Subsidiaries.

“Transaction Documents”

means, collectively, this Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Guarantee, the Confidentiality Agreement,

the TRA Amendment and the Rollover Agreements.

“Transfer Taxes”

means all transfer, documentary, sales, use, stamp, registration, real property transfer, value-added, goods and services and other

such similar Taxes incurred by the Company, OpCo LLC or its Subsidiaries in connection

with the consummation of the transactions contemplated by this Agreement.

“Ultimate Parent” means Square

Acquisition Topco, LLC, a Delaware limited liability company.

“WARN”

means the Worker Adjustment and Retraining Notification Act and any comparable foreign, state or local Applicable Law.

(a)

Each of the following terms is defined in the Section set forth opposite such term:

Term

Section

Adverse Recommendation Change

‎6.03(a)

Agreement

Preamble

Alternative Financing

‎8.10(c)

Alternative Financing Commitment Letter

‎8.10(c)

Annual Bonus Plan

‎7.04(e)

Applicable Date

‎4.07

Board of Directors

Recitals

OpCo LLC

Preamble

Capitalization Date

‎4.05

Class A Common Stock

Recitals

Class B Common Stock

Recitals

Client Consent

‎6.04(a)

Closing

‎2.03(b)

Closing Date

‎2.03(b)

Closing Exchanges

‎2.01

Closing Exchanges Notice

‎2.01

Closing Year

‎7.04(e)

Company

Preamble

Company Board Recommendation

Recitals

Company Common Stock

Recitals

Company Disclosure Documents

‎4.09

Company Meeting

4.03

Company Related Parties

‎11.04(d)(i)

Company Restricted Share

2.07(b)

Company RSA

2.07(b)

Company SEC Documents

‎4.07

Company Securities

‎4.05(c)

Company Subsidiary Securities

‎4.06(b)

Company Termination Fee

‎11.04(b)(i)

Confidentiality Agreement

6.02

Contingent PSU Cash Award

2.07(a)

Contingent RSA Cash Award

2.07(b)

Continuation Period

‎7.04(b)

D&O Insurance

‎7.03(c)

Debt Commitment Letters

‎5.07(a)(i)

Term

Section

Debt Financing

‎5.07(a)(i)

Debt Financing Source

‎5.07(a)(i)

Debt Financing Sources Related Party

‎11.14

LLC Merger

Recitals

LLC Merger Sub

Preamble

DGCL

Recitals

DLLCA

Recitals

Effective Time

2.03(c)

Electronic Delivery

‎11.10

‎11.01

End Date

‎10.01(b)(i)

Enforcement Costs

‎11.04(c)

Equity Commitment Letter

‎5.07(a)(ii)

Equity Financing

‎5.07(a)(ii)

Equity Financing Source(s)

‎5.07(a)(ii)

Exchange Agent

‎2.05(a)

Excluded Benefits

‎7.04(b)

Financing

‎5.07(a)(ii)

Financing Commitment Letters

‎5.07(a)(ii)

Financing Costs

‎8.11(c)

Guarantee

Recitals

Indemnified Person

‎7.03(a)

Insurance Permits

‎4.06

Intervening Event

‎6.03(b)(ii)

Material Contract

‎4.21(a)

Merger

Recitals

Merger Consideration

‎2.04(a)

Merger Sub

Preamble

Merger Subs

Preamble

Note Redemption Documents

‎Section 8.14

Notice Period

‎6.03(d)

Notice of Recommendation Change

‎6.03(d)

OpCo LLC

Preamble

Parent

Preamble

Parent-Filed Tax Returns

‎8.18(b)

Parent Related Parties

‎11.04(d)(ii)

Parent Termination Fee

‎11.04(b)(iii)

Payment Fund

‎2.05(a)

Payoff Amount

‎8.12

Payoff Letter

‎8.12

Pre-Closing Flow-Through Contest

‎8.18(c)

Preferred Shares

‎4.05

Preserved Claims

11.04(d)(ii)

Proxy Statement

4.03

Registered Company-Owned Intellectual Property

‎4.16(a)

Term

Section

Regulatory Concession

‎8.01

Regulatory Filings

‎4.22(j)

Reimbursement Cap

‎8.11(c)

Representatives

‎6.02

Requisite Company Vote

‎4.02

Schedule 13E-3

‎8.03(b)

Section 409A

‎2.05(e)

Solvent

‎5.08(a)(ii)

Special Committee

Recitals

Special Committee Recommendation

Recitals

Sponsor

Recitals

Superior Proposal

‎6.03(e)

Surviving Corporation

‎2.03

Surviving LLC

‎2.02(a)

Transaction Litigation

‎8.09

Uncertificated Share

‎2.05(e)

Voting, Support and Rollover Agreement

Recitals

Willful Breach

‎10.02

Section 1.02

Other Definitional and Interpretative Provisions. The words

“hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to

this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference

only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to

Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules (excluding the Company

Disclosure Schedule and Parent Disclosure Schedule) annexed hereto or referred to herein are hereby incorporated in and made a part of

this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein,

shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any

plural term the singular. Whenever the words “include”, “includes” or “including” are used in this

Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed

by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and

other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to

such statute as amended from time to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References

to any agreement or contract are to that agreement or contract as amended, modified, supplemented, extended or renewed from time to time

in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person.

References to a “party” or the “parties” means a party or the parties to this Agreement unless the context otherwise

requires; provided, that following the delivery of the Joinder, each of Seller LLC, Seller Intermediate and Seller Merger Sub shall be

deemed a party to this Agreement. References from or through any date mean, unless otherwise specified, from and including or through

and including, respectively. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and each has

been represented by counsel of its choosing and, in the event an ambiguity

or question of intent or interpretation arises,

this Agreement will be construed as if drafted jointly by such parties and no presumption or burden of proof will arise favoring or disfavoring

any party due to the authorship of any provision of this Agreement. Unless otherwise specifically indicated, all references to “dollars”

and “$” will be deemed references to the lawful money of the United States of America. “Made available” means

that the Company has posted such materials to the virtual dataroom entitled Project Spark and hosted on Datasite and made accessible to

Parent and Merger Subs prior to the entry into this Agreement.

Article

THE MERGERS

Section 2.01

Exchange of OpCo LLC Units. Prior to the Merger, each holder

of OpCo LLC Units (excluding the Company) shall have the right to effect an Exchange (as defined in the OpCo LLC Agreement) of all outstanding

OpCo LLC Units held by such holder to receive, with respect to such holder, the number of Class A Shares equal to the number of OpCo LLC

Units to be exchanged by such holder, which will result in the automatic transfer for no consideration to the Company of a number of shares

of Class B Common Stock held by such exchanging holder equal to the number of OpCo LLC Units so exchanged (the “Closing

Exchanges”), pursuant to the OpCo LLC Agreement and the terms and conditions set forth in the notice provided by OpCo LLC to

all holders of OpCo LLC Units at least five (5) Business Days prior to the Closing (the “Closing Exchanges Notice”).

The Closing Exchanges shall be consummated immediately prior to and conditioned upon immediate subsequent occurrence of the Effective

Time, in accordance with the provisions of the OpCo LLC Agreement. A holder of OpCo LLC Units desiring to exercise such right shall exercise

such right by giving written notice to OpCo LLC with a copy to the Company, in accordance with the Closing Exchanges Notice and the OpCo

LLC Agreement, including Section 10.05 thereof. The Company shall provide Parent copies of any Closing Exchanges Notice promptly

following the receipt thereof.

Section 2.02

The LLC Merger.

(a)

Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined below), Parent

shall cause LLC Merger Sub to merge with and into OpCo LLC in accordance with the DLLCA and the separate existence of LLC Merger Sub shall

cease and OpCo LLC shall be the surviving limited liability company (the “Surviving LLC”).

(b)

At the Closing (as defined below), OpCo LLC shall file a certificate of merger, executed by OpCo LLC in accordance with

the DLLCA, with the Secretary of the State of the State of Delaware (the “Delaware Secretary of State”) and make all

other filings or recordings required by the DLLCA in connection with the LLC Merger. The LLC Merger shall become effective at the Effective

Time, as specified in the certificate of merger with respect to the LLC Merger, simultaneous with the effectiveness of the Merger.

(c)

From and after the Effective Time (as defined below), the Surviving LLC shall possess all the rights, powers, privileges

and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of OpCo LLC and LLC Merger Sub, all

as provided under the DLLCA.

(d)

At the Effective Time, (i) the certificate of formation of OpCo LLC as in effect immediately prior to the Effective Time

shall remain unchanged and shall continue to be the certificate of formation of the Surviving LLC until amended in accordance with Applicable

Law and (ii) the limited liability company agreement of OpCo LLC as in effect immediately prior to the Effective Time shall be the limited

liability company agreement of the Surviving LLC until amended in accordance with Applicable Law and the Rollover Agreements.

(e)

From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable

Law, the officers of OpCo LLC as of immediately prior to the Effective Time shall be the officers of the Surviving LLC.

(f)

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

Sub or any holder of OpCo LLC Units,

(i)

except as otherwise provided in ‎Section 2.02(f)(ii), ‎Section 2.02(f)(iii),

‎Section 2.02(f)(iv)or ‎Section 2.02(f)(v), each OpCo LLC Unit issued and outstanding immediately

prior to the Effective Time (but following the Closing Exchanges) shall be converted into the right to receive the Merger Consideration

and, as of the Effective Time, all such OpCo LLC Units shall no longer be outstanding and shall automatically be canceled and retired

and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration on the terms and conditions

set forth herein;

(ii)

each OpCo LLC Unit held by OpCo LLC immediately prior to the Effective Time (but following the Closing Exchanges) shall

be cancelled and shall cease to exist without any conversion thereof and no consideration shall be delivered therefor;

(iii)

(A) each OpCo LLC Unit held by Ultimate Parent or any of its Subsidiaries (including Parent), (B) each OpCo LLC Unit held

by the Company and (C) each Retained Unit outstanding immediately prior to the Effective Time (but following the Closing Exchanges) shall

remain outstanding following the LLC Merger and shall not be entitled to receive the Merger Consideration;

(iv)

each unit of LLC Merger Sub outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist

without any conversion thereof and no consideration shall be delivered therefor; and

(v)

each OpCo LLC Unit held by any Subsidiary of OpCo LLC immediately prior to the Effective Time (but following the Closing

Exchanges) shall be cancelled and shall cease to exist without any conversion thereof and no consideration shall be delivered therefor.

Section 2.03

The Merger.

(a)

Upon the terms and subject to the conditions set forth in this Agreement, simultaneously with the LLC Merger, at the Effective

Time, Merger Sub shall merge with and into the Company in accordance with the DGCL, whereupon, the separate existence of Merger Sub shall

cease and the Company shall be the surviving corporation as a wholly owned, direct Subsidiary of Parent (the “Surviving Corporation”).

(b)

Subject to the provisions of ‎Article 9, the closing of the Merger and the LLC Merger (the “Closing”)

shall take place via the electronic exchange of documents and signature pages at 10:00 a.m., New York City time, as soon as possible,

but in any event no later than four (4) Business Days after the date the conditions set forth in ‎Article 9

(other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible,

waiver of such conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to

the benefit of such conditions, or at such other time or on such other date as Parent and the Company may mutually agree. The date on

which the Closing occurs is referred to in this Agreement as the “Closing Date.” None of the transactions described

in Sections ‎2.01, ‎2.02 or 2.03(a) or (c) shall be completed unless all

of them are completed substantially concurrently in accordance with the terms of this Agreement.

(c)

At the Closing, the Company shall file a certificate of merger, executed by the Company, with the Delaware Secretary of

State and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at

such time (the “Effective Time”) as specified in the certificate of merger duly filed with the Delaware Secretary of

State, simultaneous with the effectiveness of the LLC Merger.

(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 Sub, all as provided under

the DGCL.

Section 2.04

Conversion of Class A Shares and Class B Shares. At the

Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub or any stockholder of the

Company:

(a)

Except as otherwise provided in ‎Section 2.04(b), ‎Section 2.04(c),

‎Section 2.04(d), ‎Section 2.04(e), ‎Section 2.06 or

‎Section 2.07, each Class A Share issued and outstanding immediately prior to the Effective Time shall be converted

into the right to receive $32.50 in cash, without interest (the “Merger Consideration”). As of the Effective Time,

all such Class A Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall

thereafter represent only the right to receive the Merger Consideration on the terms and conditions set forth herein.

(b)

Each Class A Share held by the Company as treasury stock (other than Class A Shares in an Employee Plan of the Company)

immediately prior to the Effective Time shall be cancelled and shall cease to exist without any conversion thereof and no consideration

shall be delivered therefor.

(c)

Each Class A Share held by Ultimate Parent or any of its Subsidiaries, including the Rollover Stock, immediately prior to

the Effective Time shall remain outstanding following the Merger and shall not be entitled to receive the Merger Consideration.

(d)

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

right to receive an equivalent number of Class A Shares.

(e)

Each Class A Share held by any Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and

shall cease to exist without any conversion thereof and no consideration shall be delivered therefore.

(f)

Each Class B Share issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges)

shall be cancelled and shall cease to exist without any conversion thereof and no consideration shall be delivered therefore.

Section 2.05

Payment.

(a)

Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange

Agent”) for the purpose of exchanging Class A Shares and/or OpCo LLC Units for the Merger Consideration. At or prior to the

Effective Time, Parent shall deposit, or cause to be deposited (i) with the Exchange Agent cash in U.S. dollars sufficient to pay the

aggregate Merger Consideration payable in respect of the Class A Shares (including Class A Shares received in connection with the exchange

of OpCo LLC Units at or prior to the Closing) and the OpCo LLC Units (other than for the avoidance of doubt, in respect of Class A Shares

or OpCo LLC Units held by the Company, Ultimate Parent or any of its Subsidiaries, including the Rollover Stock, or the Retained Units)

(such cash being hereinafter referred to as the “Payment Fund”) and (ii) with the Company, cash in U.S. dollars in

an amount sufficient to pay the aggregate amount in accordance with ‎Section 2.07 for all Earned Company PSU

Awards, Contingent PSU Cash Awards, Contingent RSA Cash Awards and Company Restricted Shares. The Payment Fund shall not be used for any

purpose other than a purpose expressly provided for in this Agreement. The Exchange Agent shall invest any cash included in the Payment

Fund as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that (A) no such investment shall

relieve Parent or the Exchange Agent from making the payments required by this ‎Article 2, and following any

losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Class A Shares and OpCo

LLC Units in the amount of such losses, (B) no such investment shall have maturities that could prevent or delay payments to be made pursuant

to this Agreement and (C) such investments shall be direct short-term obligations of, or short-term obligations fully guaranteed as to

principal and interest by, the U.S. government, in commercial paper rated A-1 or P-1 or better by Moody’s Investors Service, Inc.

or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s

acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are

then publicly available). Any interest, gain or other income produced by such investments will be payable to Parent or its designee as

directed by Parent.

(b)

Promptly after the Effective Time (but not later than two Business Days thereafter), Parent shall send, or shall cause the

Exchange Agent to send, to each holder of OpCo LLC Units and, to the extent agreed by Parent and the Company, each holder of Class A Shares,

in each case at the Effective Time (other than for the avoidance of doubt, OpCo LLC Units held by the Company, Ultimate Parent or any

of its Subsidiaries (including the Rollover Stock) and holders of solely Retained Units) instructions and transmittal materials in customary

form, reasonably acceptable to Parent, for use in such exchange.

(c)

Each holder of Class A Shares or OpCo LLC Units that have been converted into the right to receive the Merger Consideration

shall be entitled to receive, upon 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), the Merger Consideration payable for each such Class A Share or OpCo LLC

Units. Until so transferred, each such Class A Share or OpCo LLC Unit shall represent after the Effective Time for all purposes only the

right to receive the Merger Consideration.

(d)

No interest shall be paid or shall accrue on the cash payable upon transfer of any such Class A Shares or OpCo LLC Units.

Payment of the Merger Consideration with respect to Class A Shares or OpCo LLC Units shall only be made to the Persons in whose name such

Class A Shares or OpCo LLC Units are registered in the stock transfer records of the Company or the transfer records of OpCo, as applicable.

(e)

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

uncertificated Class A Share or OpCo LLC Units (the “Uncertificated Share”) is registered, it shall be a condition

to such payment that (i) such Uncertificated Share shall be properly transferred, (ii) the Person requesting such payment shall pay to

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

Uncertificated Share or establish to the satisfaction of the Exchange Agent and Parent that such Tax has been paid or is not payable and

(iii) Section 2.05(c) shall have been complied with.

(f)

Any portion of the Merger Consideration made available to the Exchange Agent pursuant to ‎Section

2.05(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Class A Shares or OpCo LLC Units

that have been converted into the right to receive the Merger Consideration twelve months after the Effective Time shall be returned to

Parent, upon demand, and any such holder who has not exchanged such Class A Shares or OpCo LLC Units for the Merger Consideration in accordance

with this ‎Section 2.05 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration

in respect of such Class A Shares or OpCo LLC Units, as applicable, without any interest thereon and subject to any withholding of Taxes

required by Applicable Law in accordance with this ‎Section 2.05(f). Notwithstanding the foregoing, Parent

shall not be liable to any holder of Class A Shares or OpCo LLC Units for any amount paid to a public official pursuant to applicable

abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Class A Shares or OpCo LLC Units that have

been converted into the right to receive the Merger Consideration two years after the Closing Date (or such earlier date immediately prior

to such time when the 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.

Upon surrender to the Exchange Agent of the Class A Shares or OpCo LLC Units in accordance with the transmittal materials or other applicable

procedures (including, if applicable, an affidavit of loss and, if required by Parent, an indemnity bond) contemplated hereby, the holder

of record of such Class A Share or OpCo LLC Units shall be entitled to receive in exchange therefor the applicable Merger Consideration

that such holder is entitled to receive pursuant to Section 2.02(f)(i) or Section 2.04(a), as applicable, and in each case,

after giving effect to any required Tax withholdings as provided in Section 2.09.

Section 2.06

Dissenting Shares. Notwithstanding ‎Section 2.04, all Shares issued and outstanding immediately prior to the

Effective Time and held by a record holder or beneficially owned by a “beneficial owner” (as defined in Section 262(a) of

the DGCL) who has not voted in favor of the adoption of this Agreement or consented thereto in writing and who has properly and validly

demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted

into the right to receive the Merger Consideration, but instead shall be entitled only to such rights as are granted by Section 262 of

the DGCL, unless and until such Person fails to perfect or otherwise fails to comply with the provisions of Section 262 of the DGCL,

withdraws or otherwise loses the right to appraisal of such Dissenting Shares under Section 262 of the DGCL, or a court of competent

jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL. If, after the Effective Time,

such holder fails to perfect or otherwise fails to comply with the provisions of Section 262 of the DGCL, withdraws or loses the right

to appraisal of such Dissenting Shares under Section 262 of the DGCL, or a court of competent jurisdiction determines that such holder

is not entitled to the relief provided by Section 262 of the DGCL, each such Dissenting Share of such Person shall be treated as if they

had been converted pursuant to ‎Section 2.04(a) as of the Effective Time into, and shall thereafter represent only, the

right to receive the Merger Consideration in accordance with ‎Section 2.05, without interest, and shall not thereafter be

deemed to be Dissenting Shares. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Shares,

any withdrawals of any such demands, and any other instruments served pursuant to the DGCL and received by the Company in respect of

such demands. Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Except with

the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle any such demands,

or waive any failure to timely deliver a written demand for appraisal.

Section 2.07

Company Equity Awards.

(a)

Treatment of Company PSUs. With respect to each award of Company PSUs outstanding immediately prior

to the Effective Time, achievement of performance goals applicable thereto shall be determined by the Company’s Compensation Committee

prior to the Effective Time but shall not exceed the midpoint between “target” performance and “superior” performance

with respect to such award. Except as set forth in Section 2.07(a) of the Company Disclosure Schedule or as otherwise agreed

to by Parent and the holder thereof, each such award, to the extent outstanding after such determination (each, an “Earned Company

PSU Award”), and without any action on the part of the holder thereof, the Company, Parent or any other Person, effective as

of the Effective Time, shall be cancelled and converted into a right to receive an amount in cash, without interest, equal to the product

of (i) the number of Shares corresponding to such award of Company PSUs immediately prior to the Effective Time, multiplied by (ii) the

Merger Consideration. Such cash payment shall be paid to the applicable holder within 10 days following the Closing Date. With

respect to the portion of each Earned Company PSU Award that is not cashed out pursuant to the foregoing provisions of this Section 2.07(a)

due to the application of an exception therein (the “Remaining PSU Portion”), such portion shall be cancelled and converted

into a contingent right to receive an amount in cash, without interest (a “Contingent PSU Cash Award”) equal to the

product of (I) the number of Shares corresponding to such Remaining PSU Portion immediately prior to the Effective Time, multiplied by

(II) the Merger Consideration. Each such Contingent PSU Cash Award shall vest and become payable pursuant to the same service

vesting schedule applicable to the Company PSU award from which it was converted immediately prior to the Effective Time,

subject to the holder’s continued employment with or service to the Company or its Affiliates through the applicable vesting dates;

provided that, to the extent that the corresponding award of Company PSUs provides for such a right prior to the Effective Time,

if the employment or other service of a holder of a Contingent PSU Cash Award is, following the Effective Time but prior to the applicable

vesting date, terminated by the Company and its Affiliates without Cause or by the holder with Good Reason (each, as defined for purposes

of the corresponding award of Company PSUs prior to the Effective Time) within twelve months following the Effective Time, then the vesting

and payment of such Contingent PSU Cash Award, shall be accelerated, in each case, subject to the holder’s execution and non-revocation

of a general release of all claims against the Company and its Affiliates in form and substance satisfactory to the Company, with such

acceleration effective no later than the earlier of the second regularly scheduled payroll date after such release becomes effective and

irrevocable and the sixtieth (60th) day after such termination of employment

(b)

Treatment of Company Restricted Shares.

(i)

Each Share (or restricted stock unit) subject to forfeiture, vesting or other lapse conditions (each, a “Company Restricted

Share” and each award of Company Restricted Shares, including any APO Awards, a “Company RSA”), that is scheduled

to vest on or before January 1, 2028 and is outstanding as of the date of this Agreement and remains outstanding as of immediately prior

to the Effective Time, shall, at the Effective Time, automatically and without any action on the part of the holder thereof, the Company,

Parent or any other Person, become fully vested and cancelled and converted into the right to receive the Merger Consideration in accordance

with ‎Section 2.04(a).

(ii)

With respect to each Company RSA outstanding as of the date of this Agreement that remains outstanding as of immediately prior

to the Effective Time and that is subject to a vesting schedule that has any vesting dates after January 1, 2028 (a “Post-1/1/28

Vesting RSA”), at the Effective Time, the Accelerated Portion of Company Restricted Shares subject thereto shall, automatically

and without any action on the part of the holder thereof, the Company, Parent or any other Person, become fully vested and converted in

the right to receive the Merger Consideration in accordance with Section 2.04(a). For the purposes of this Section 2.07(b)(ii),

the “Accelerated Portion” shall mean a number of Company Restricted Shares that would have vested on or prior to January

1, 2028 had the Post-1/1/28 Vesting RSA been subject to vesting in equal annual installments from the vesting commencement date of such

Post-1/1/28 Vesting RSA to (and inclusive of) the last regularly scheduled vesting date of such Post-1/1/28 Vesting RSA.

(iii)

With respect to each Company Restricted Share subject to each Post-1/1/28 Vesting RSA outstanding as of immediately prior to the

Effective Time that does not vest at the Effective Time pursuant to the foregoing clause (ii) and with respect to each Company Restricted

Share subject to a Company RSA granted after the date hereof that is outstanding as of immediately prior to the Effective Time, such Company

Restricted Share shall, at the Effective Time, automatically and without any action on the part of the Company, Parent or any other Person,

be converted into a contingent right to receive an amount in cash, without interest, equal to the Merger Consideration (each, a “Contingent

RSA Cash Award”). Each Contingent RSA Cash Award shall vest and become payable pursuant to the same service vesting

schedule applicable to the Company Restricted Share from which it was converted immediately prior to the Effective Time, subject to the

holder’s continued employment with or service to the Company or its Affiliates through the applicable vesting date; provided

that, to the extent that the applicable Company RSA relating to the corresponding Company Restricted Share provides for a right to accelerated

vesting prior to the Effective Time, if the employment or other service of a holder of a Contingent RSA Cash Award is, following the Effective

Time but prior to the applicable vesting date, terminated by the Company and its Affiliates without Cause or by the holder with Good Reason

(each as defined for purposes of the corresponding Company RSA) within twelve months following the Effective Time, then the vesting and

payment of such Contingent RSA Cash Award shall be accelerated, subject to the holder’s execution and non-revocation of a general

release of all claims against the Company and its Affiliates in form and substance satisfactory to the Company, with such acceleration

effective no later than the earlier of the second regularly scheduled payroll date after such release becomes effective and irrevocable

and the sixtieth (60th) day after such termination of employment.

(c)

Company Actions. Prior to the Effective Time, the Company shall take any and all such actions as are necessary to

effect the foregoing provisions of this ‎Section 2.07 and shall cooperate in good faith with Parent to provide

Parent with the information necessary for Parent to satisfy its obligations under this ‎Section 2.07. Promptly

after the applicable vesting date (but in no event later than the second regularly scheduled payroll date commencing following the applicable

vesting date), the Surviving Corporation shall pay through its payroll systems the amount due pursuant to Sections 2.07(a) or (b)

to the holders of Contingent PSU Cash Awards and Contingent RSA Cash Awards; provided, however, that in the case of any

such amounts that constitute non-qualified deferred compensation under Section 409A of the Code (“Section 409A”),

the Surviving Corporation shall pay such amounts at the earliest time permitted under the terms of the applicable agreement or plan that

will not trigger adverse tax consequences under Section 409A. The Company shall cooperate with Parent to provide information necessary

to implement the Contingent PSU Cash Awards and the Contingent RSA Cash Awards in accordance with this Agreement.

Section 2.08

Adjustments. If, during the period between the date of this

Agreement and the Effective Time, the outstanding Class A Shares shall have been changed into a different number of shares or a different

class, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange

or readjustment of Class A Shares, or stock dividend or distribution thereon with a record date during such period, the Merger Consideration

and any other amounts payable pursuant to this Agreement shall be appropriately and equitably adjusted.

Section 2.09

Withholding Rights. Notwithstanding any provision contained

herein to the contrary, each of the Exchange Agent, Parent, the Company, OpCo LLC, Merger Sub, the Surviving Corporation and any other

applicable withholding agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant

to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code,

under any Tax law or pursuant to any other Applicable Law. If the Exchange Agent, Parent, the Company, Merger Sub, the Surviving Corporation

or any other applicable withholding agent, as the case may be, so deducts or withholds amounts, such amounts shall be treated for all purposes of this Agreement as

having been paid to such Person in respect of which the Exchange Agent, Parent, the Company, Merger Sub or the Surviving Corporation,

as the case may be, made such deduction and withholding. Other than with respect to any amounts required to be withheld in respect of

Company equity awards under ‎Section 2.07, Parent, the Company, Merger Sub, the Surviving Corporation or the applicable withholding

agent, as the case may be, shall use commercially reasonable efforts to notify Securityholder Representative at least five Business Days

prior to the Closing Date of any amounts it determines are required to be withheld from any consideration otherwise payable to any Person

pursuant to this Agreement, and shall use commercially reasonable efforts to reduce or limit any such withholding.

Section 2.10

The Second LLC Merger.

(a)

Upon the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time (as defined below),

the Surviving Corporation and Seller Intermediate shall cause Seller Merger Sub to merge with and into OpCo LLC in accordance with the

DLLCA and the separate existence of Seller Merger Sub shall cease and OpCo LLC shall be the surviving limited liability company (the “Second

Surviving LLC”).

(b)

Substantially concurrently with the Closing, OpCo LLC shall file a certificate of merger, executed by OpCo LLC in accordance

with the DLLCA, with the Delaware Secretary of State and make all other filings or recordings required by the DLLCA in connection with

the Second LLC Merger. The Second LLC Merger shall become effective immediately after the Initial Mergers at such time (the “Second

Effective Time”) as specified in the certificate of merger with respect to the Second LLC Merger.

(c)

From and after the Second Effective Time, the Second Surviving LLC shall possess all the rights, powers, privileges and

franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of OpCo LLC and Seller Merger Sub, all

as provided under the DLLCA.

(d)

At the Second Effective Time, (i) the certificate of formation of OpCo LLC as in effect immediately prior to the Second

Effective Time shall remain unchanged and shall continue to be the certificate of formation of the Second Surviving LLC until amended

in accordance with Applicable Law and (ii) the limited liability company agreement of OpCo LLC as in effect immediately prior to the Second

Effective Time shall be the limited liability company agreement of the Second Surviving LLC until amended in accordance with Applicable

Law and the Rollover Agreements.

(e)

From and after the Second Effective Time, until successors are duly elected or appointed and qualified in accordance with

Applicable Law, the officers of OpCo LLC as of immediately prior to the Second Effective Time shall be the officers of the Second Surviving

LLC.

(f)

At the Second Effective Time, by virtue of the Second LLC Merger and without any action on the part of Parent, the Company,

Seller LLC, Seller Intermediate, OpCo LLC, Seller Merger Sub or any holder of OpCo LLC Units or units of Seller Merger Sub,

(i)

each OpCo LLC Unit issued and outstanding immediately prior to the Second Effective Time shall be converted into the right

to receive one common limited liability interest in Seller LLC (“Seller

LLC Units”) and, as of the Second Effective Time, all such OpCo LLC Units shall no longer be outstanding and shall automatically

be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Seller LLC Units on the

terms and conditions set forth herein; and

(ii)

each unit of Seller Merger Sub outstanding immediately prior to the Second Effective Time shall be cancelled and converted

into one OpCo LLC Unit.

(g)

‎Section 2.05 and ‎Section 2.09 shall apply to this ‎Section

2.10, mutatis mutandis.

Article

THE SURVIVING CORPORATION

Section 3.01

Certificate of Incorporation. The certificate of incorporation of the Company as in effect immediately prior to the Effective

Time shall continue to be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until amended

in accordance with Applicable Law.

Section 3.02

Bylaws. The bylaws of the Company as in effect immediately prior to the Effective Time shall continue to be the bylaws of

the Surviving Corporation from and after the Effective Time until amended in accordance with Applicable Law.

Section 3.03

Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified

in accordance with Applicable Law, (i) the parties shall take all necessary action so that the directors of Merger Sub as of immediately

prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective

Time shall continue to be the officers of the Surviving Corporation.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to ‎Section

11.05, except (a) as disclosed in any Company SEC Document filed before the date of this Agreement (but excluding any forward-looking

disclosures set forth in any “risk factors” section or “forward-looking statements” section under the heading

“Quantitative and Qualitative Disclosures About Market Risk” or any other statements that are similarly predictive, cautionary

or forward-looking in nature) or (b) as set forth in the Company Disclosure Schedule (subject to Section 11.05), the Company represents

and warrants to Parent and Merger Subs that:

Section 4.01

Corporate Existence and Power.

(a) Each Company Party (i)

is a corporation or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of

the State of Delaware and (ii) has all corporate or limited liability company powers and all governmental licenses, authorizations, permits,

consents and approvals required to carry on its business as now conducted and to own, lease or operate its properties and assets, except

in the case of this clause (ii) as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

(b) Each Company Party is

duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification

or license is necessary, except for those jurisdictions where failure to be so qualified or licensed or in good standing has not had,

and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Party

has made available to Parent true, complete and correct copies of the Organizational Documents of such Company Party, in each case as

in effect as of the date hereof. No Company Party is in material violation of any provision of its Organizational Documents.

Section 4.02

Corporate Authorization.

(a)

Each Company Party has all requisite corporate or limited liability company power and authority to execute and deliver this

Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and to consummate the Merger

and the LLC Merger, as applicable, except for the required approval of the holders of at least a majority of the outstanding Shares entitled

to vote thereon, voting together as a single class, in connection with the adoption of this Agreement and the transactions contemplated

hereby, including the Mergers, the Stockholder Rollover and the Unitholder Retention, in accordance with Applicable Law and the Company’s

certificate of incorporation (the “Requisite Company Vote”), assuming the accuracy of the representations and warranties

of Parent set forth in Section 5.14. The Requisite Company Vote is the only vote of the holders of any of the capital stock of

the Company or the capital stock of any of its Subsidiaries (including any Company Securities or Company Subsidiary Securities) required

by Applicable Law or under the Organizational Documents of the Company or any of its Subsidiaries necessary in connection with consummation

of the transactions contemplated hereby, including the Merger, assuming the accuracy of the representations and warranties of Parent set

forth in Section 5.14. No vote or approval of the holders of OpCo LLC Units is required in connection with the adoption and approval

of this Agreement and the transactions contemplated hereby, including the LLC Merger. The execution, delivery and performance by the Company

Parties of this Agreement and each other Transaction Document to which such Company Party is a party, and the consummation by the Company

Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and limited liability

company action on the part of each Company Party. Each Company Party has duly executed and delivered this Agreement, and, assuming due

authorization, execution and delivery by each of Parent and Merger Subs, this Agreement constitutes a valid and binding agreement of each

Company Party enforceable against each Company 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). The

Class B Consent has been duly executed and delivered and is legal, valid and in full force and effect.

(b)

The Special Committee has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement,

including the Merger, on the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of

the Company and the Unaffiliated Stockholders and (ii) resolved to make the Special Committee Recommendation, and, as of the date of this

Agreement, such Special Committee Recommendation has not been subsequently rescinded, modified or withdrawn in any way.

(c)

The Board of Directors, acting upon the Special Committee Recommendation, has unanimously (i) determined that this Agreement

and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth herein,

are advisable, fair to and in the best interests of the Company and its stockholders, including the Unaffiliated Stockholders, (ii) approved

and declared advisable this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company of

the covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Merger,

on the terms and subject to the conditions contained herein, (iii) directed that this Agreement be submitted to the stockholders of the

Company for their adoption and (iv) resolved to make the Company Board Recommendation, and, as of the date of this Agreement, such Company

Board Recommendation has not been subsequently rescinded, modified or withdrawn in any way.

(d)

The Board of Directors on behalf of the Company, in its capacity as the managing member of OpCo LLC, has adopted resolutions

(i) determining that this Agreement and the transactions contemplated hereby, including the LLC Merger, are advisable, fair to, and in

the best interests of, OpCo LLC and its members, (ii) determining that this Agreement and the transactions contemplated hereby do not

(A) disadvantage the members of OpCo LLC or their interests relative to the stockholders of the Company, (B) advantage the stockholders

of the Company relative to the members of OpCo LLC or (C) treat the members of OpCo LLC and the stockholders of the Company differently,

in each case, in accordance with Section 7.04 of the OpCo LLC Agreement, and (iii) approving, adopting, and declaring advisable

this Agreement and the transactions contemplated hereby, including the LLC Merger, which resolutions have not been subsequently rescinded,

modified or withdrawn in any way, except as may be permitted by ‎Section 6.03.

(e)

The Majority Ownership Requirement (as defined in certificate of incorporation of the Company) is no longer met.

Section 4.03

Governmental Authorization. The execution, delivery and

performance by each Company Party of this Agreement and any Transaction Documents to which such Company Party is a party and the consummation

by each Company Party of the transactions contemplated hereby require no action by or in respect of, or notification to or filing with,

any Governmental Authority by a Company Party or any of its Affiliates, other than (a) 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 a

Company Party is qualified to do business, (b) the filing of a certificate of merger with respect to the LLC Merger with the Delaware

Secretary of State and appropriate documents with the relevant authorities of other states in which OpCo LLC is qualified to do business,

(c) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws, (d) compliance with any applicable

requirements of the 1933 Act, the 1934 Act and any other applicable state or federal securities laws (including the filing with the SEC

of a proxy statement relating to the matters to be submitted to the stockholders of the Company (the “Proxy Statement”)

and the clearance thereof by the SEC, in each case in connection with a meeting of the Company’s stockholders for the purpose of

adopting this Agreement and approving the Merger (including any adjournment or postponement thereof, the “Company Meeting”)),

(e) compliance with the rules and regulations of NASDAQ, (f) subject to Section 8.01(f), the approvals and notices set forth on

Section 4.03(f) of the Company Disclosure Schedule (the “Specified Regulatory Approvals”) and (g) any actions or filings

the absence of which would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the

Company to consummate the transactions contemplated hereby prior to the End Date.

Section 4.04

Non-contravention. The execution, delivery and performance

by the Company Parties of this Agreement and any Transaction Documents to which any Company Party is a party and the consummation of the

transactions contemplated hereby and thereby do not and will not, assuming compliance with the matters referred to in Section 4.03

and receipt of the Requisite Company Vote, (a) contravene, conflict with, or result in any violation or breach of any provision of the

Organizational Documents of the Company, any of its Subsidiaries or any Reciprocals, (b) contravene, conflict with or result in a violation

or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in ‎Section 6.04,

require any consent, notification or other action by any Person under, constitute a breach or default (or an event that, with notice or

lapse of time or both, would become a default) under or cause or permit the termination, cancellation, acceleration, or other change of

any right or obligation of any Company Party or any of its Subsidiaries or any Reciprocals or the loss of any benefit to which such Company

Party or any of its Subsidiaries or any Reciprocals is entitled under any provision of any Contract binding on such Company Party or any

of its Subsidiaries or any Reciprocals or (d) result in the creation or imposition of any Lien on any asset of any Company Party or any

of its Subsidiaries or any Reciprocals, with only such exceptions, in the case of each of clauses (b) through (d), as would

not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or prevent, materially delay or

materially impair the ability of the Company to consummate the transactions contemplated hereby prior to the End Date.

Section 4.05

Capitalization.

(a)

The authorized capital stock of the Company consists of 300,000,000 Class A Shares, with the par value of $0.01 per share,

100,000,000 Class B Shares, with the par value of $0.0001 per share, and 50,000,000 shares of preferred stock, with the par value of $0.01

per share (“Preferred Shares”). As of September 11, 2026 (the “Capitalization Date”), there were

97,617,596 Class A Shares outstanding (of which 4,655,112 were Company Restricted Shares), 42,624,762 Class B Shares outstanding, no Preferred

Shares outstanding and 140,074,438 OpCo LLC Units (each of which OpCo LLC Units shall be exchangeable (other than the OpCo LLC Units held

by the Company) for one Class A Share in connection with the transactions contemplated hereby, pursuant to the OpCo LLC Agreement). All

outstanding shares of capital stock of the Company and the equity interest of OpCo LLC have been, and all shares and equity interests

that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance

with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation

of any Applicable Laws or preemptive rights, rights of first refusal or other similar rights of any Person. All issued and outstanding

equity interests in each of the Company’s Subsidiaries (excluding OpCo LLC) are duly authorized and validly issued in accordance

with the respective Organizational Documents of such Subsidiaries and are fully paid (to the extent required under such Subsidiaries’

Organizational Documents) and nonassessable and have not been issued in violation of any Applicable Laws or preemptive rights, rights

of first refusal or other similar rights of any Person.

(b)

As of the Capitalization Date, there are 5,777,193 and 1,954,897 Class A Shares available for issuance pursuant to the

Company’s Omnibus Incentive Plan and Partnership Inducement Award Plan, respectively. As of the Capitalization Date, there are (i)

643,376 and 2,172,514 Class A Shares subject to outstanding Company PSUs (assuming target and maximum performance levels, respectively)

and (ii) 4,655,112 Class A Shares subject to outstanding Company RSAs.

(c)

Except (i) as set forth in ‎Section 4.05(a) or, solely with respect to clause (E) below,

as contemplated by the Rollover Agreements or the Organizational Documents of the Company or OpCo LLC, (ii) resulting from any issuance,

forfeiture, cancellation and redemption of Shares after the Capitalization Date permitted by ‎Section 6.01(c),

or (iii) for changes since the Capitalization Date resulting from the issuance of Shares pursuant to the settlement of Company PSUs, in

each case, there are no issued, reserved for issuance or outstanding (A) shares of capital stock or other voting securities of or ownership

interests in the Company or OpCo LLC, (B) securities of the Company convertible into or exchangeable or exercisable for shares of capital

stock or other voting securities of or ownership interests in the Company or OpCo LLC, (C) warrants, calls, options, subscriptions, commitments,

Contracts or other rights to acquire from the Company or OpCo LLC, or other obligation of the Company or OpCo LLC to issue, any capital

stock or other voting securities of, or ownership interests in, or any securities convertible into or exchangeable or exercisable for

capital stock or other voting securities of or ownership interests in, the Company or OpCo LLC, (D) restricted shares, restricted stock

units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights

that are derivative of, the value or price of, any capital stock or voting securities of, or ownership interests in, the Company or OpCo

LLC or (E) contractual obligations or commitments relating to any Company Securities, including any voting trusts, proxies or any other

contracts or understandings with respect to the voting of, or any agreements restricting transfer of, requiring the registration for sale

of, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or any similar rights (the items

in clauses (A) through (E), including, for the avoidance of doubt, the Shares being referred to collectively as the “Company

Securities”). Except as set forth in the Organizational Documents of the Company or OpCo LLC or with respect to forfeitures

of Company Restricted Shares, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or

otherwise acquire any of the Company Securities. There are no declared or accrued but unpaid dividends or distributions with respect to

any Shares. None of the Company Securities are owned by any Subsidiary of the Company. There are no voting trusts or other similar agreements

or understandings to which the Company is a party.

Section 4.06

Subsidiaries.

(a)

Each Subsidiary of the Company and each Reciprocal has been duly organized, is validly existing and (where applicable) in

good standing under the laws of its jurisdiction of organization, has all organizational powers and all governmental licenses, authorizations,

permits, consents and approvals required to carry on its business as now, conducted, including as a Producer, an underwriter, a third

party administrator, a claims adjuster, reinsurance broker, captive manager, captive manager, captive insurance company, risk purchasing

group or a reciprocal insurance exchange under the Insurance Laws (collectively, the “Insurance Permits”), except for

those licenses, authorizations, permits, consents and approvals the absence of which has not had, and would not reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect. ‎Section

4.06 of the Company Disclosure Schedule sets forth a list of all the Insurance Permits for each Insurance Subsidiary and the Reciprocals,

each of which is in full force and effect, and all designated responsible licensed producers for each Insurance Subsidiary and the Reciprocals,

as applicable. Each such Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction

where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had, and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All material Subsidiaries of the Company and

their respective jurisdictions of organization are identified in the Company 10-K. The Company Subsidiaries are not in material default

under or in material violation of any of the provisions of, the Organizational Documents of each of such Company’s Subsidiaries.

(b)

Except with respect to OpCo LLC, all of the outstanding capital stock or other voting securities of, or ownership interests

in, each Subsidiary of the Company has been duly authorized, validly issued, fully paid and non-assessable and is free of any preemptive

or similar rights, and is owned by the Company, directly or indirectly, free and clear of any Lien, other than (i) transfer restrictions

imposed by federal and state securities Applicable Laws, (ii) those arising under the Company Credit Agreement and (iii) any transfer

restrictions contained in the Organizational Documents of the Company and its Subsidiaries. There are no issued, reserved for issuance

or outstanding (A) securities of the Company or any of its Subsidiaries convertible into, exchangeable or exercisable for shares of capital

stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (B) warrants, calls, options, subscriptions,

commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or

any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible

into or exchangeable or exercisable for any capital stock or other voting securities of, or ownership interests in, any Subsidiary of

the Company, (C) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom”

stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value

or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company or (D) contractual

obligations or commitments relating to any Company Subsidiary Securities, including any voting trusts, proxies or any other contracts

or understandings with respect to the voting of, or any agreements restricting transfer of, requiring the registration for sale of, or

granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or any similar rights (the items in

clauses (A) through (D) being referred to collectively as the “Company Subsidiary Securities”). There

are no outstanding obligations of the Company or any of its Subsidiaries to issue, transfer, exchange, register, repurchase, redeem or

otherwise acquire or sell any of the Company Subsidiary Securities. Except as set forth in ‎Section 4.06(b) of the Company

Disclosure Schedule, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any shares of capital stock or other

voting securities of or ownership interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital

stock or other voting securities of or ownership interests in, any other Person.

Section 4.07

SEC Filings and the Sarbanes-Oxley Act.

(a)

Since January 1, 2023 (the “Applicable Date”), the Company has filed with or furnished to the SEC, on

a timely basis all reports, schedules, forms, statements, prospectuses, registration statements and other documents required

to be filed with or furnished to the SEC by the Company (such reports, schedules, forms, statements, prospectuses, registration statements

and other documents so filed or furnished since the Applicable Date, collectively, together with any exhibits and schedules thereto and

other information incorporated therein, the “Company SEC Documents”).

(b)

As of its filing or furnishing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such

filing), each Company SEC Document complied, and each Company SEC Document filed or furnished subsequent to the date hereof will when

so filed or furnished comply, as to form in all material respects with the applicable requirements of NASDAQ, the 1933 Act, the 1934 Act

and the Sarbanes-Oxley Act, as the case may be.

(c)

As of its filing or furnishing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such

filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to the date

hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements

made therein, in light of the circumstances under which they were made, not misleading.

(d)

Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to

the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(e)

As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff

of the SEC with respect to the Company SEC Documents. As of the date of this Agreement, none of the Company SEC Documents is, to the Knowledge

of the Company, the subject of ongoing SEC review or investigation.

(f)

The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley

Act and with respect to the Company, the applicable listing and corporate governance rules of NASDAQ. Each Company SEC Document containing

financial statements that has been filed with or submitted to the SEC under the 1934 Act was accompanied by any certifications required

to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to Rules 13a-14 and

15d-14 under the 1934 Act and Sections 302 and 906 of the Sarbanes-Oxley Act and, at the time of filing or submission of each such certification,

such certification complied in all material respects with the applicable provisions of the 1934 Act and the Sarbanes-Oxley Act. As of

the date hereof, none of the foregoing certifications has become incomplete or incorrect. Neither the Company nor its principal executive

officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness,

form or manner of filing such certifications.

(g)

Since the Applicable Date, the Company and its Subsidiaries have established and maintained disclosure controls and procedures

(as defined in Rule 13a-15 under the 1934 Act) as required by Rule 13a-15 under the 1934 Act. Such disclosure controls and procedures

are designed

to ensure that information required to be disclosed

by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time

periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company is accumulated

and communicated to the Company’s principal executive officer and its principal financial officer by others within those entities,

particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Since the Applicable Date,

the Company has designed, established and maintained internal controls over financial reporting, as defined in Rule 13a-15 under the 1934

Act, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with GAAP.

(h)

Since the Applicable Date, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered

accountant has identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal

controls over financial reporting utilized by the Company which would reasonably be expected to adversely affect the Company’s ability

to record, process, summarize and report financial information or (ii) any fraud that involves the management or other employees of the

Company who have a significant role in the Company’s internal controls over financial reporting.

Section 4.08

Financial Statements.

(a)

The audited consolidated financial statements (including any related notes and schedules) and unaudited consolidated interim

financial statements (including any related notes and schedules) of the Company included or incorporated by reference in the Company SEC

Documents fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in

the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their

consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments, which are

not material, either individually or in the aggregate and the absence of footnotes in the case of any unaudited interim financial statements).

No independent auditor has withdrawn, or has advised the Company or its Subsidiaries in writing that it intends to withdraw, its audit

opinion with respect to any financial statements contained in any of the Company’s filings with the SEC.

(b)

The Company has made available to Parent, to the extent required to be filed with the applicable Insurance Regulator, complete

and correct copies of the audited annual statutory statements of each Reciprocal, as of and for the year ended December 31, 2025, and

as of and for the quarter ended June 30, 2026, each in the form so filed with the applicable Insurance Regulator (the “Company

Statutory Statements”). The Company Statutory Statements fairly present, in all material respects in accordance with Applicable

SAP, the statutory financial position of the applicable Reciprocal as of the respective dates thereof and the results of operations and

changes in capital and surplus of such Reciprocal for the respective periods set forth therein. Each of the Company Statutory Statements

(including all related notes) has been prepared, in all material respects, in accordance with Applicable SAP, except as otherwise noted

therein. Such Company Statutory Statements complied in all material respects with all applicable Insurance Laws when filed or submitted

and no material violation or deficiency has been asserted in writing by any Insurance Regulator with respect to any of such Company Statutory

Statements that has not been cured or otherwise resolved to the satisfaction of such Insurance Regulator.

Section 4.09

Disclosure Documents.

(a)

Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to

the Company’s stockholders in connection with the transactions contemplated by this Agreement, including the Proxy Statement and

the Schedule 13E-3 (as supplemented or amended, the “Company Disclosure Documents”), when filed, distributed or disseminated,

as applicable, (i) will comply as to form in all material respects with the applicable requirements of the 1934 Act and (ii) at the time

of such filing, at the time the Proxy Statement and any amendments or supplements thereto are first mailed to the Company’s stockholders

and at the time of the Company Meeting, will not 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 were made, not

misleading.

(b)

The representations and warranties contained in this ‎Section 4.09 will not apply to statements

or omissions included or incorporated by reference in the Company Disclosure Documents based upon information supplied by Parent, Merger

Subs or any of their representatives or advisors in writing specifically for use or incorporation by reference therein.

Section 4.10

Absence of Certain Changes. Since the Company Balance Sheet

Date through the date of this Agreement, (a) the business of the Company, its Subsidiaries and any Reciprocals has been conducted in the

ordinary course of business in all material respects, and (b) there has not been any event, occurrence, development or state of circumstances

or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.11

No Undisclosed Material Liabilities; Title to Assets.

(a)

There are no liabilities or obligations of the Company, any of its Subsidiaries or any Reciprocals of a type required to

be reflected on a balance sheet prepared in accordance with GAAP, other than: (i) liabilities or obligations disclosed and provided for

in the Company Balance Sheet or in the notes thereto; (ii) liabilities or obligations incurred in the ordinary course of business since

the Company Balance Sheet Date (none of which relates to violations of or liability under any Applicable Law or Action, breaches of Contracts

or Permits, torts, misappropriation, or infringement), none of which are material to the Company; and (iii) liabilities or obligations

that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)

As of the date of this Agreement, there are no off-balance sheet arrangements of any type required to be disclosed pursuant

to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act that have not been so described in the Company SEC Documents.

(c)

The Company and each of its Subsidiaries have good and valid title to all assets material to the business of the Company

and each of its Subsidiaries, taken as a whole (excluding to the extent relevant, any Intellectual Property Rights, representations of

title and ownership to which are solely covered under Section 4.16) owned by, or valid leasehold interests in or valid right to use all

other assets of the Company and its Subsidiaries that are material to the business of the Company and its Subsidiaries, taken as a whole,

except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.12

Compliance with Laws and Court Orders. Since the Applicable

Date, the Company, each of its Subsidiaries and the Reciprocals have been in compliance with, and to the Knowledge of the Company, have

not been under investigation with respect to, or have been threatened to be charged with or given notice of any violation of, any Applicable

Law, except for failures to comply or violations that have not had, and would not reasonably be expected to have, individually or in the

aggregate, a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate

the transactions contemplated hereby prior to the End Date. As of the date hereof, there is no Order outstanding against the Company,

any of its Subsidiaries or any Reciprocal that, individually or in the aggregate, has had or would reasonably be expected to have, a Company

Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated

hereby prior to the End Date.

Section 4.13

Anti-Corruption & Trade Controls.

(a)

Since the Applicable Date, none of the Company or its Subsidiaries, or any of their respective directors or officers or,

to the Knowledge of the Company, any employees, agents or other third-party representative acting on their behalf and under their control,

has violated in any material respect any applicable Anti-Corruption Laws.

(b)

Since the Applicable Date, neither the Company nor its Subsidiaries have been in material violation of any applicable Anti-Money

Laundering Laws.

(c)

None of the Company or its Subsidiaries, or any of their respective directors or officers, or, to the Knowledge of the Company,

any employees, agents or other third-party representative acting on their behalf and under their control, is or has been since the Applicable

Date: (i) a Sanctioned Person; (ii) engaged in any dealings or transactions with or for the benefit of any Sanctioned Person; or (iii)

otherwise in material violation of any applicable Sanctions. Since the Applicable Date, none of the Company or its Subsidiaries, or any

of their respective directors or officers or, to the Knowledge of the Company, any employees, agents or other third-party representative

acting on their behalf and under their control has violated in any material respect any applicable Ex-Im Laws.

(d)

Since the Applicable Date, neither the Company nor any of its Subsidiaries has received from any Governmental Authority

or any Person any written notice, inquiry or investigation; made any voluntary or involuntary disclosure to a Governmental Authority;

or conducted any internal investigation or audit concerning any actual or potential material violation of Anti-Corruption Laws, Anti-Money

Laundering Laws, Ex-Im Laws, or Sanctions.

Section 4.14

Litigation. As of the date hereof, there is no Action pending

against, threatened in writing against or, to the Knowledge of the Company, otherwise threatened against, the Company or any of its Subsidiaries,

that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect or prevent,

materially delay or materially impair the ability of the Company to consummate the transactions contemplated hereby prior to the End Date. As of the date hereof,

to the Knowledge of the Company, there is no Action pending against, threatened in writing against or otherwise threatened against, any

present or former officer, director or employee of the Company or any of its Subsidiaries or any of their respective Persons for whom

the Company or any of its Subsidiaries may be liable or any of their respective properties before (or, in the case of threatened Actions,

would be before) or by any Governmental Authority or arbitrator, that, individually or in the aggregate, has had or would reasonably be

expected to have, a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate

the transactions contemplated hereby prior to the End Date.

Section 4.15

Properties.

(a)

‎Section 4.15(a) of the Company Disclosure Schedule sets forth the address of each Owned Real Property. Except

as set forth on ‎Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns,

or has ever owned, any real property. Except as would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect, with respect to each Owned Real Property: (i) the Company or Subsidiary (as the case may be) has good

and marketable title to such Owned Real Property, free and clear of all Liens and encumbrances, except Permitted Liens, (ii) the Company

or Subsidiary has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion

thereof; and (iii) other than the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer

or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(b)

Section 4.15(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property as of the date hereof.

The Company has delivered to Parent a true and complete copy of each such Lease in effect as of the date hereof. Except as would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Lease is legal, valid and in full force

and effect; (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Lease, has

violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute

a default under the provisions of such Lease, and neither the Company nor any of its Subsidiaries has received written notice that it

has breached, violated or defaulted under any Lease; (iii) the Company or Subsidiary has not subleased, licensed or otherwise granted

any Person the right to use or occupy such Leased Real Property or any material portion thereof; and (iv) the Company or Subsidiary has

not collaterally assigned or granted any other security interest in such Lease or any interest therein. Except as would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good and

valid leasehold or subleasehold interests in the Leased Real Property, free and clear of all Liens other than Permitted Liens. There

are no pending and the Company has not received written notice of any threatened condemnation, eminent domain, rezoning or similar taking

Actions against any Leased Real Property.

Section 4.16

Intellectual Property.

(a)

‎Section 4.16(a) of the Company Disclosure Schedule contains, as of the date hereof, a complete and correct

list of all trademark registrations and applications, issued patents and patent applications, copyright registrations and applications,

and domain names owned by the Company or any of its Subsidiaries (collectively, the “Registered Company-Owned Intellectual Property”).

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

all Registered Company-Owned Intellectual Property is subsisting and, to the Knowledge of the Company, valid and enforceable. No Action

is pending, or to the Knowledge of the Company, has been threatened, challenging the validity, enforceability, registration, ownership

or scope of any Registered Company-Owned Intellectual Property, except as would not be material to the Company and its Subsidiaries, taken

as a whole.

(b)

Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

(i) the Company or one of its Subsidiaries exclusively owns all Company-Owned Intellectual Property free and clear of any Liens other

than Permitted Liens, (ii) the Company or one of its Subsidiaries has valid, enforceable, and sufficient rights to use (in each case,

free and clear of any Liens other than Permitted Liens), all Intellectual Property necessary for the conduct of the business of the Company

or any of its Subsidiaries as currently conducted, (iii) to the Knowledge of the Company, neither the Company, any of its Subsidiaries,

nor the conduct of the business of the Company or any of its Subsidiaries as currently or previously conducted is, or since the Applicable

Date has been, infringing, misappropriating, or otherwise violating the Intellectual Property rights of any Person, (iv) since the Applicable

Date, to the Knowledge of the Company, no Person has infringed, misappropriated, or otherwise violated the Company-Owned Intellectual

Property and (v) since the Applicable Date, neither the Company nor any of its Subsidiaries is or has been subject to or received any

pending or threatened written notice, claim, or Action alleging the Company’s or its Subsidiaries’ infringement, misappropriation,

or other violation of any Intellectual Property in any material respect (including that any services provided, processes used or products

manufactured, used, imported, offered for sale or sold by the Company or any of its Subsidiaries infringes, misappropriates, or otherwise

violates any Intellectual Property rights of any Person in any material respect).

(c)

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect, (i) (x) the IT Assets operate and perform in a manner that permits, and are adequate for, the Company and its Subsidiaries

to conduct their respective businesses as currently conducted and (y) to the Knowledge of the Company, no Person has gained unauthorized

access to the IT Assets (or any information or data stored therein or transmitted thereby) and there have otherwise been no Security Incidents,

(ii) the Company and its Subsidiaries have implemented commercially reasonable technical and physical safeguards designed to protect the

IT Assets (and any data or information stored therein) against unauthorized Processing, and (iii) to the Knowledge of the Company, no

IT Assets contain any “virus”, “back door,” “time bomb”, “Trojan horse” or other malicious

code.

(d)

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect, (i) to the Knowledge of the Company, the Company and its Subsidiaries are in compliance, and since the Applicable Date

have been in compliance, with all Privacy/Data Security Laws and Privacy Requirements, including in the course of the operations of the

Company and its Subsidiaries, and (ii) since the Applicable Date, no claims, notices, or Actions have been asserted or, to the Knowledge

of the Company, threatened in writing against the Company or any of its Subsidiaries by any Person alleging a violation of such Person’s

privacy, personal or confidentiality rights under any Privacy/Data Security Laws or Privacy Requirements. Except as has not had, and

would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the

Company, neither the Company nor any of its Subsidiaries are, or since the Applicable Date, have been, (A) subject to or received any

notice of any audit, investigation, notice, complaint or other Action by any Person, or (B) sent or been required to send to any Person

any notice, in each case of (A) and (B), concerning any Security Incident or any actual or alleged violation of any Privacy Requirements.

(e)

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of trade secrets

or confidential information owned by the Company or any of its Subsidiaries.

(f)

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect, the Company and its Subsidiaries possess the source code for the Company Software, together with such documentation as

is reasonably necessary to enable competent programmers to maintain, support, further develop and otherwise modify the Company Software.

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

neither the Company nor any of its Subsidiaries has provided or made available or is required to provide or otherwise make available to

any third party, or to escrow with any third party, any source code of the Company Software, other than to employees or contractors engaged

by the Company or its Subsidiaries who require access to such source code in connection with their employment or engagement and who are

subject to legally enforceable obligations to maintain the confidentiality of such source code.

Section 4.17

Taxes. Except as to matters that would not have had and

would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(a)

All Tax Returns required to be filed by Applicable Law by, or on behalf of, the Company or any of its Subsidiaries have

been timely filed (taking into account valid extensions of time to file), and all such Tax Returns are true, complete and correct in all

respects. Each of the Company and each of its Subsidiaries has timely paid (or has had paid on its behalf) to the appropriate Governmental

Authority all Taxes due and payable by it, whether or not shown as due on any Tax Returns.

(b)

Each of the Company and each of its Subsidiaries has properly and timely withheld or collected and timely paid, or is properly

holding for timely payment, all Taxes required to be withheld, collected and paid over by it under Applicable Law, and each of the Company

and each of its Subsidiaries has complied in all respects with all information reporting (and related withholding) and record retention

requirements.

(c)

There is no Action with respect to Taxes of the Company or its Subsidiaries that is currently being conducted or, to the

Knowledge of the Company, threatened by a Governmental Authority. None of Company or its Subsidiaries has agreed to any waiver of any

statute of limitations in respect of Taxes that remains in

effect (other than with respect to customary extensions to file Tax Returns obtained in the ordinary course of business).

(d)

There are no Liens on any of the assets of the Company or any of its Subsidiaries with respect to Tax, other than Liens

for Taxes which are not yet due and payable.

(e)

With respect to any tax years open for audit as of the date of this Agreement, neither the Company nor any of its Subsidiaries

has entered into a written agreement waiving or extending any statute of limitations with respect to any Taxes, except for extensions

occurring as a result of extensions of the time to file Tax Returns granted in the ordinary course of business.

(f)

For U.S. federal income (and applicable state, local and non-U.S.) tax purposes the Company is and has since formation been

properly classified as a corporation and OpCo LLC is properly classified as a partnership and since formation has been properly classified

as a partnership or a disregarded entity and has never been classified at any time since its formation as a publicly traded partnership

taxable as a corporation within the meaning of Section 7704 of the Code. Each Subsidiary of OpCo LLC is classified as a disregarded entity

for U.S. federal income tax purposes. No election is pending to change any such classification.

(g)

Neither the Company nor any of its Subsidiaries is party to or bound by any Tax sharing, allocation or indemnification agreement

or arrangement that would have a continuing effect after the Closing Date (other than such agreements or arrangements with third parties

made in the ordinary course of business that is not primarily related to Taxes). Neither the Company nor any Subsidiary of the Company

(i) is, or has been, a member of any affiliated, consolidated, combined or unitary Tax group, 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 or any Subsidiary of the Company) arising

from the application of Treasury Regulations Section 1.1502-6 (or any analogous provision of U.S. state or local or non-U.S. Tax law)

or as a transferee or successor, by Contract (other than any Contract with a third party made in the ordinary course of business that

is not primarily related to Taxes) or otherwise by operation of any Applicable Law.

(h)

Neither the Company nor any of its Subsidiaries has entered into, or participated in, any “listed transaction”

within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(i)

No written claim has been made by a Taxing Authority in a jurisdiction where the Company or any of its Subsidiaries has

not paid Taxes or filed Tax Returns asserting that the Company or any of its Subsidiaries is or may be subject to Taxes assessed by such

jurisdiction.

(j)

None of the Company or its wholly owned domestic Subsidiaries 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) beginning after the Closing Date as a result of

any: (i) change in accounting method or use of an improper accounting method on or prior to the Closing Date; (ii) “closing

agreement” as described in Section 7121 of the Code or similar agreement entered into on or prior to the Closing Date; (iii) intercompany

transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar

provision of state, local or foreign Law) incurred prior to the Closing; (iv) installment sale or open transaction disposition made on or prior to the

Closing Date; or (v) prepaid amount received or deferred revenue realized on or prior to the Closing Date.

Section 4.18

Employee Benefit Plans.

(a)

‎Section 4.18(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the

date hereof, of each material Employee Plan. With respect to each such material Employee Plan, the Company has made available to Parent

true, correct and complete copies of, to the extent applicable, (i) such Employee Plan document, including any amendment thereto (or,

in the case of any unwritten Employee Plan, a written description of all material terms thereof), (ii) each trust, insurance, annuity

or other funding arrangement, (iii) the most recent summary plan description and any summary of material modifications prepared, (iv)

the three most recently prepared financial statements and actuarial or other valuation reports prepared, (v) the most recent determination,

advisory or opinion letter from the Internal Revenue Service and (vi) the three most recent annual reports on Form 5500 (or comparable

form), including all schedules and attachments thereto, (vii) all non-routine correspondence with any Governmental Authority dated since

the Applicable Date, and (viii) all Code nondiscrimination tests performed with respect to each Employee Plan for the three most recently

completed plan years.

(b)

No Employee Plan is, and neither the Company nor its Subsidiaries (and any of their respective ERISA Affiliates) sponsors,

maintains, administers, participates in or contributes to (or has any obligation to contribute to), or has in the past six (6) years sponsored,

maintained, administered, participates in or contributed to (or had any obligation to contribute to), or has any direct or indirect liability

(including on account of an ERISA Affiliate) under or with respect to any Employee Plan or other arrangement that is, or has within the

past six (6) years been, (i) subject to Title IV of ERISA, Section 302 of ERISA or Section 412, 430 or 4971 of the Code, (ii) a multiemployer

plan within the meaning of Sections 3(37) and 4001(a)(3) of ERISA, including in each case, as a consequence of at any time having been

considered a single employer under Section 414 of the Code with any other Person or (iii) a multiple employer welfare arrangement within

the meaning of 3(40) of ERISA.

(c)

Each Employee Plan that is intended to be qualified under Section 401(a) of the Code either has received or is permitted

to rely upon a favorable determination or opinion letter, or, if available under Internal Revenue Service rules, has pending or has time

remaining in which to file, an application for such determination from the Internal Revenue Service and no event has occurred and no condition

exists with respect to the form or operation of such Employee Plan which would reasonably be expected to adversely affect the qualified

status of such Employee Plan.

(d)

Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together

with any other event) will (i) entitle any current or former Service Provider to any payment or benefit, including any bonus,

retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any

payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable to any current

or former Service Provider, (iii) trigger any obligation under any Employee Plan, (iv) limit or restrict the right of

the Company or any of its Subsidiaries or, after the Closing, Parent, to

merge, amend or terminate any Employee Plan, or (v) result in any “excess parachute payment” (within the meaning of Section 280G

of the Code).

(e)

Neither the Company nor any of its Subsidiaries maintains any obligations to gross-up or reimburse any individual for any

Tax or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

(f)

Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Employee Plan provides

or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured

or self-insured) to any current or former Service Provider (or any dependent or beneficiary thereof), other than coverage mandated by

Applicable Law, including COBRA. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect, the Company and its Subsidiaries have not incurred (whether or not assessed) any penalty or Tax under

Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code and no circumstances exist or events have occurred that could result in the imposition

of any such penalties or Taxes.

(g)

Each Employee Plan has been maintained, funded, operated and administered in compliance with its terms and all Applicable

Law in all material respects, including ERISA and the Code, except for failures to comply that would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect. All required returns, reports, notices, disclosures, statements and

descriptions (including Form 5500 annual reports, summary annual reports and summary plan descriptions) have been timely filed or distributed

in accordance with ERISA and the Code with respect to each Employee Plan and are accurate, except as would not reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect. There have been no “prohibited transactions”

(within the meaning of Section 406 of ERISA and Section 4975 of the Code) with respect to any Employee Plan that would reasonably be expected

to result in material liability to the Company, and no fiduciary has any material liability for breach of fiduciary duty or other failure

to act or comply in connection with the administration or investment of the assets of any Employee Plan.

(h)

No action, suit, investigation, audit, proceeding or claim (or any basis therefore) (other than routine claims for benefits)

is pending against or involves or, to the Knowledge of the Company, is threatened against or threatened to involve, any Employee Plan

before any arbitrator or any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the Pension Benefit

Guaranty Corporation, which, individually or in the aggregate, if determined or resolved adversely, would reasonably be expected to have

a Company Material Adverse Effect.

(i)

Except as would not reasonably be expected to have a Company Material Adverse Effect, all contributions, premiums or other

payments that have become due with respect to each Employee Plan have been paid on a timely basis or, to the extent not yet due, accrued

in accordance with GAAP.

Section 4.19

Labor Matters.

(a)

Neither the Company nor any of its Subsidiaries is or in the past three years has been a party to or bound by any Collective

Bargaining Agreement; there are no Collective Bargaining Agreements or any other labor-related agreements or arrangements that pertain

to any of the Company Employees, and none are currently being negotiated; and no Company Employees are represented by any labor union,

labor organization, works council, employee representative or group of employees with respect to their employment with the Company or

its Subsidiaries. There are no employees of the Reciprocals.

(b)

Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, there are

no, and since the Applicable Date there have been no, unfair labor practice complaints, material labor grievances, material labor arbitrations,

pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries before the National Labor Relations

Board or any other Governmental Authority or any union representation questions involving Company Employees. Except as would not reasonably

be expected to be material to the Company and its Subsidiaries, taken as a whole, there is no, and there has not been since the Applicable

Date, labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Knowledge of the Company, threatened

against or affecting the Company or any of its Subsidiaries. To the Knowledge of the Company, since the Applicable Date, there have been

no labor organizing activities with respect to any Company Employees.

(c)

The Company and its Subsidiaries are, and have been since the Applicable Date, in compliance with all Applicable Law relating

to labor, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee

classification (including the classification and treatment of independent contractors and exempt and non-exempt employees), discrimination,

harassment, retaliation, civil rights, affirmative action, work authorization, immigration (including the completion of Form I-9 for all

U.S. employees and the proper confirmation of employee visas), safety and health, information privacy and security, workers compensation,

continuation coverage under group health plans, wage payment, the payment and withholding of Taxes and WARN, except for failures to comply

that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(d)

Since the Applicable Date, (i) no written or, to the Knowledge of the Company, oral allegations of workplace harassment,

retaliation or discrimination have been made known to the Company or its Subsidiaries, or initiated, filed or threatened against the Company

or its Subsidiaries or any of their executive officers or directors, (ii) no incidents of any such workplace harassment, retaliation or

discrimination have occurred, and (iii) none of the Company or its Subsidiaries has entered into any settlement agreement related to allegations

of sexual harassment or harassment, retaliation or discrimination by any executive officers or directors. The Company and its Subsidiaries

have reasonably investigated all harassment, discrimination, retaliation or policy violation allegations against employees earning a salary

above $100,000 of the Company that have been formally reported to the Company or its Subsidiaries. With respect to each such allegation

(except those the Company or its Subsidiaries reasonably deemed to not have merit), the Company or applicable Subsidiary has taken prompt

corrective action reasonably calculated to prevent further improper action and does not anticipate any material liability. Since the Applicable

Date, there have been no written or, to the Knowledge of the Company, oral allegations of workplace harassment, retaliation or discrimination

that would reasonably be expected to result in any material loss to the Company or any of its Subsidiaries, and there have been no such

allegations that if known to the public would reasonably be expected to bring the Company or any of its Subsidiaries into material disrepute.

(e)

The employee census information made available to Parent regarding the employees of the Company is materially true, correct

and complete as of the date hereof.

Section 4.20

Environmental Matters. Except as would not reasonably be

expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(a)

since the Applicable Date, no written notice, order, complaint or penalty has been received by the Company or any of its

Subsidiaries arising out of any Environmental Laws, and there are no Actions pending or, to the Knowledge of the Company, threatened which

allege a violation by the Company or any of its Subsidiaries of any Environmental Laws;

(b)

the Company and each of its Subsidiaries have all material environmental Permits necessary for their operations or the occupancy

of any property or facility to comply with all Environmental Laws and are in compliance with the terms of such Permits in all material

respects; and

(c)

the Company and each of its Subsidiaries is, and since the Applicable Date, has been, in compliance with Environmental Laws

in all material respects.

Section 4.21

Material Contracts.

(a)

‎Section 4.21 of the Company Disclosure Schedule contains an accurate and complete list of each Contract described

below (excluding any Employee Plan), under which the Company or any of its Subsidiaries has any current or future rights, responsibilities,

obligations or liabilities (in each case, whether contingent or otherwise), in each case as of the date hereof (each, a “Material

Contract”):

(i)

any partnership, joint venture, strategic alliance or similar Contract that is material to the Company and its Subsidiaries,

taken as a whole;

(ii)

any Contract (A) relating to outstanding indebtedness for borrowed money of the Company or any of its Subsidiaries or any

financial guaranty thereof in an amount in excess of $10,000,000, other than (I) Contracts among the Company and its wholly owned Subsidiaries

and (II) financial guarantees entered into in the ordinary course of business, or (B) that prohibits the payment of dividends or distributions

in respect of the capital stock of the Company or any of its Subsidiaries or prohibits the pledging of the capital stock of the Company

or any of its Subsidiaries;

(iii)

any Contract pursuant to which the Company or any of its Subsidiaries licenses or sublicenses material Intellectual Property

to or from any Third Party, other than (A) non-exclusive licenses entered into in the ordinary course of business, (B) licenses of, or

subscriptions to, generally commercially available third party software, (C) licenses to open source software, (D) Contracts to the extent

containing a non-exclusive license that is merely incidental to the transaction

contemplated by such Contract, or (E) confidentiality or non-disclosure agreements;

(iv)

any Contract for the purchase, sale or lease of supplies, goods or products or for the furnishing or receipt of services

which provides for aggregate payments to or by the Company and its Subsidiaries that exceed $10,000,000 annually, in each case, that is

not terminable by either party on less than 60 days’ written notice and except for any Contract entered into the ordinary course

of business;

(v)

any Contract (A) that restricts, or purports to restrict in any material respect, the ability of the Company or any of its

Subsidiaries to compete in any line of business or geographic area, (B) providing “most favored nation”, “exclusivity”

or similar provisions that are material to the Company or any of its Subsidiaries, or (C) granting a right of first refusal or right of

first offer or similar right for any line of business or a material portion of the assets of the Company or any of its Subsidiaries;

(vi)

any Contract related to any completed, pending or future disposition, divestiture or acquisition (whether by merger, sale

of stock, sale of assets or otherwise) of any business, equity interests or material portion of assets or properties by the Company or

any of its Subsidiaries, in each case that has any (i) material continuing obligations of the Company or any of its Subsidiaries or (ii)

continuing obligations of the Company or any of its Subsidiaries with respect to an “earn out,” holdback, contingent purchase

price or similar contingent payment obligation;

(vii)

any settlement agreement with a Governmental Authority or Person involving future performance by the Company or any of its

Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole;

(viii)

the top ten (10) Advisory Agreements (measured by assets under management by the relevant RIA Subsidiary under the applicable

Advisory Agreement);

(ix)

any Lease involving annual payments exceeding $2,000,000;

(x)

any Collective Bargaining Agreement;

(xi)

any Contract between a Reciprocal and the Company or any of its Subsidiaries;

(xii)

any Material Reinsurance Contract;

(xiii)

any Contract with a Governmental Authority; and

(xiv)

any other Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K

of the SEC).

(b)

Except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect, (i) each of the Material Contracts is valid and in full force and effect, (ii)

neither the Company nor any of its Subsidiaries, nor to the

Knowledge of the Company any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which,

with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, (iii) neither

the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Material Contract and

(iv) neither the Company nor any of its Subsidiaries has received any written notice of termination from any other party to any Material

Contract that such other party intends to terminate, not renew or renegotiate in any material respect the terms of any such Material Contract.

The Company has made available to Parent true, complete and correct (in all material respects) copies of the Material Contracts.

Section 4.22

RIA Compliance Matters.

(a)

Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

each RIA Subsidiary is and has been since the Applicable Date, (i) at all times required by Applicable Law, duly registered as an investment

adviser under the Investment Advisers Act and under all applicable state statutes (if required to be so registered under Applicable Law),

and (ii) duly registered and licensed as an investment adviser under all other Applicable Laws or exempt therefrom. Except for the RIA

Subsidiaries, neither the Company nor any of its Subsidiaries provides Investment Advisory Services in any jurisdiction or is required

to be registered under the Investment Advisers Act or any Applicable Law in any jurisdiction, except as would not reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)

Each RIA Subsidiary has designated and approved an appropriate chief compliance officer in accordance with Rule 206(4)-7

under the Investment Advisers Act. Each RIA Subsidiary has established in compliance with requirements of Applicable Law, and maintained

in effect at all times required by Applicable Law since the Applicable Date, (i) written anti-money laundering policies and procedures

that incorporate, among other things, a written customer identification program, (ii) a code of ethics and a written policy regarding

insider trading and securities trading policy, including the protection of material nonpublic information, (iii) written cyber security

and identity theft policies and procedures, (iv) written policies and procedures designed to protect non-public personal information about

customers, clients and other third parties, (v) written recordkeeping policies and procedures and (vi) other policies required to be maintained

by such RIA Subsidiary under Applicable Law, including Rules 204A-1 and 206(4)-7 under the Investment Advisers Act that, in each case,

are reasonably designed to prevent violations, by the RIA Subsidiary and each of its supervised persons, of the Investment Advisers Act

and the rules that the SEC has adopted under the Investment Advisers Act, except, in each case under clauses (i) through (vi),

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

respect to each RIA Subsidiary, (i) since the Applicable Date, neither any RIA Subsidiary nor, to the Knowledge of the Company, any

“advisory affiliate” of such RIA Subsidiary has: (a) been subject to an order of the SEC issued under Section 203(f) of

the Investment Advisers Act; (b) been convicted of any felony or misdemeanor involving conduct described in Section 203(e)(2)(A)

through (D) of the Investment Advisers Act; (c) been found by the SEC to have engaged, or has been convicted of engaging, in any of

the conduct specified in paragraph (1), (5) or (6) of Section 203(e) of the Investment Advisers Act; (d) been subject to any order,

judgment or decree described in Section 203(e)(4) of the

Investment Advisers Act; or (e) conducted any activity that would cause such RIA Subsidiary to be in violation of Rule 206(4)-5 of the

Investment Advisers Act, (ii) as of the date hereof, none of such RIA Subsidiary, its control persons, its directors, officers, or employees

(other than employees whose functions are solely clerical or ministerial), nor, to the Knowledge of the Company, any of such RIA Subsidiary’s

other “associated persons” (as defined in the Investment Advisers Act) is (A) subject to ineligibility pursuant to Section

203 of the Investment Advisers Act to serve as a registered investment adviser or as an “associated person” of a registered

investment adviser, (B) subject to disqualification pursuant to Rule 206(4)-3 under the Investment Advisers Act, (C) subject to disqualification

under Rule 506(d) of Regulation D under the Securities Act or (D) subject to any disciplinary event or order that would require disclosure

under the provisions of Rule 506(e) of the Securities Act, unless in the case of clause (A), (B), (C) or (D), such RIA Subsidiary

or “associated person” has received effective exemptive relief from the SEC with respect to such ineligibility or disqualification,

and (iii) as of the date hereof, there is no Action pending or, to the Knowledge of the Company, threatened in writing by any Governmental

Authority (including but not limited to the SEC) that would reasonably be expected to result in the ineligibility or disqualification

of such RIA Subsidiary, or any of its “associated persons” to serve in such capacities or that would provide a basis for such

ineligibility or disqualification which would reasonably be expected to be, individually or in the aggregate, material to the Company.

(d)

Each RIA Subsidiary is, and since the Applicable Date, has been, in compliance with (i) the applicable provisions of the

Investment Advisers Act and (ii) all other Applicable Laws of the jurisdictions in which such RIA Subsidiary acts as an investment adviser,

except in each case under the foregoing clauses (i) and (ii) for such matters that have not had, and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(e)

Except as set forth on Section 4.22(e) of the Company Disclosure Schedule, other than the RIA Subsidiaries, none of the

Company’s Subsidiaries (i) are registered or required to be registered as an investment adviser with the SEC under the Investment

Advisers Act (or operating as a “relying adviser” and/or general partner “SPV”) or (ii) provide investment

advisory or investment management services to any Person.

(f)

Each RIA Subsidiary has in effect written policies and procedures reasonably designed to ensure its compliance with Rule

206(4)-5 under the Investment Advisers Act and applicable SEC guidance related thereto. Each RIA Subsidiary is not prohibited from charging

fees to any Person pursuant to Rule 206(4)-5 under the Investment Advisers Act or any similar “pay-to-play” rule or requirement,

except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(g)

Each employee and other personnel of each RIA Subsidiary who is required to be registered or qualified with any Governmental

Authority to perform his or her material job functions in connection with the provision of Investment Advisory Services is as of the date

hereof duly registered or qualified as such and each such registration or qualification is in full force and effect, except as would not

reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(h)

Since the Applicable Date, no Governmental Authority has provided written notice to the Company or any RIA Subsidiary of,

or to the Knowledge of the Company initiated, any investigation, examination, audit or inspection into the operations of any RIA Subsidiary.

There is no violation claimed or asserted in writing to the Company or any RIA Subsidiary by any Governmental Authority in connection

with any such investigation, examination, audit or inspection that has not been resolved to the satisfaction of such Governmental Authority,

except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(i)

Each RIA Subsidiary has been in compliance with Rule 206(4)-2 under the Investment Advisers Act and any other Applicable

Law with respect to the custody of client funds and securities since the Applicable Date, except as would not reasonably be expected to

have, individually or in the aggregate, a Company Material Adverse Effect.

(j)

Each RIA Subsidiary has made available to Parent a copy (current as of the date of this Agreement) of such RIA Subsidiary’s

Form ADV Parts 1, 2A and 2B and any other filings required to be made with the SEC or any other Governmental Authority or delivered to

Advisory Clients (collectively, “Regulatory Filings”). As of the date of each filing, amendment or delivery, as applicable,

each such Regulatory Filing was timely filed and, at the time it was filed and during the period of its authorized use, complied in all

material respects with Applicable Law.

(k)

Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

no Advisory Client has, since the Applicable Date provided a written notice of termination of its Advisory Agreement or, to the Knowledge

of the Company, placed any of its accounts under review.

(l)

There are no outstanding Orders of the SEC or any other Governmental Authority with regard to any RIA Subsidiary or unresolved

comments of the SEC or any other Governmental Authority with respect to any examination of any RIA Subsidiary, except as would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(m)

No exemptive orders, “no-action” letters or similar exemptions or regulatory relief have been obtained by or

on behalf of any RIA Subsidiary, nor are any requests pending therefore, by or on behalf of any RIA Subsidiary.

(n)

No RIA Subsidiary nor any supervised person of any RIA Subsidiary: (i) has been indicted for or convicted of any felony

or any crime involving fraud, misrepresentation or insider trading, (ii) is subject to any outstanding order barring, suspending or otherwise

materially limited the right of such Person to engage in any activity conducted as part of the RIA Business as currently conducted, (iii)

to the Knowledge of the Company, is the subject of any on-going investigation by any Governmental Authority materially affecting such

Person’s ability to conduct any activity conducted as part of the RIA Business, or (iv) has been denied any Permit materially affecting

such Person’s ability to conduct any activity conducted as part of the RIA Business.

Section 4.23

Client Agreements.

(a)

Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

(i) each Advisory Agreement includes all provisions required by and complies in all respects

with the Investment Advisers Act; (ii) no Advisory Client is, to the Knowledge of the Company, registered or required to be registered

as an investment company under the Investment Company Act of 1940; and (iii) each RIA Subsidiary does not sponsor any public or private

investment funds.

(b)

Each RIA Subsidiary and each of its Affiliates has complied with all applicable obligations, requirements and conditions

of each Advisory Agreement, except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company

Material Adverse Effect.

(c)

Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

(i) each RIA Subsidiary does not provide Investment Advisory Services to any Person other than the Advisory Clients and (ii) each RIA

Subsidiary provides Investment Advisory Services to Advisory Clients solely pursuant to written Advisory Agreements.

Section 4.24

Insurance. Except as would not reasonably be expected to

have, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company and its Subsidiaries maintain insurance in

such amounts and against such risks as the Company reasonably has determined to be prudent, taking into account the industries in which

the Company and its Subsidiaries operate, and as is sufficient to comply with Applicable Law, (b) all insurance policies of the Company

and its Subsidiaries are in full force and effect, except for any expiration thereof in accordance with the terms thereof, (c) neither

the Company nor any of its Subsidiaries is in breach of, or default under, any such insurance policy, and (d) no written notice of cancellation

or termination has been received with respect to any such insurance policy, other than in connection with ordinary renewals or otherwise

in the ordinary course of business. All material insurance policies of the Company and its Subsidiaries have been made available to Parent.

Section 4.25

Finders’ Fees. Except for Ardea Partners LP or Perella

Weinberg Partners LP, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to

act on behalf of the Company or any of its Subsidiaries, or the Special Committee, who might be entitled to any fee or commission from

the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement. The Company has provided to Parent

a true, correct and complete copy of the engagement letters with each of Ardea Partners LP and Perella Weinberg Partners LP.

Section 4.26

Opinion of Financial Advisor. The Board of Directors has received the opinion of Ardea Partners LP, financial advisor to

the Company, on or prior to the date of this Agreement, to the effect that, as of the date of such opinion, the consideration to be paid

by Parent or its affiliates to the Company’s stockholders (other than the Company, the Ultimate Parent or any of their respective

Subsidiaries) in the Merger is fair, from a financial point of view, to such stockholders. The Special Committee has received the opinion

of Perella Weinberg Partners LP, financial advisor to the Special Committee, to the effect that, as of the date of such opinion, the Merger

Consideration to be received by the Unaffiliated Stockholders in the Merger is fair to the Unaffiliated Stockholders from a financial

point of view. It is agreed and understood that each such opinion is for the benefit of the Board of Directors or the Special Committee,

as applicable, and may not be relied on by Parent or Merger Subs for any purpose. A signed, correct and complete copy of each such opinion will promptly be made

available to Parent, for informational purposes only, following receipt thereof by the Company or the Special Committee, as applicable.

Section 4.27

Antitakeover Statutes. Assuming the accuracy of the representations and warranties of Parent and Merger Subs set forth in

Section 5.14, the Company has taken all action necessary (i) to render the restrictions of Section 203 of the DGCL and any other

similar applicable “anti-takeover” Applicable Law inapplicable to the execution, delivery and performance of this Agreement

and the transactions contemplated hereby, including the Mergers, and Rollover Agreements and (ii) so that no “business combination”,

“fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or

regulation under the laws of the State of Delaware or other Applicable Laws or any anti-takeover provision in the Organizational Documents

of the Company is, or at the Effective Time will be, applicable to this Agreement or the transactions contemplated hereby, including the

Mergers, the Rollover Agreements, or the Shares.

Section 4.28

Related Party Transactions. Other than the Rollover Agreements,

neither the Company nor any of its Subsidiaries is party to any agreement, commitment, arrangement, transaction or understanding that

would be required to be disclosed under Item 404 of Regulation S-K of the SEC (in the Company’s Form 10-K or proxy statement pertaining

to an annual meeting of stockholders) (each, a “Related Party Contract”), in each case, that is not so disclosed.

Section 4.29

Insurance Operational Matters.

(a)

Except as required by Insurance Laws of general applicability and the insurance authorizations, licenses or Permits maintained

by the Insurance Subsidiaries and Reciprocals, and except as would not, individually or in the aggregate, reasonably be expected to have

a Company Material Adverse Effect, as of the date hereof, there are no written, or, to the Knowledge of the Company, oral Orders binding

on, the Company or on any of the Reciprocals or to which the Company or any of the Reciprocals is a party, on the one hand, and any Governmental

Authority is a party, on the other hand, or any Actions by, or supervisory letters or cease-and-desist orders from, any Governmental Authority

against the Company or the Reciprocals, nor have the Company or any of the Reciprocals adopted any board or committee resolutions at the

request of any Governmental Authority, in each case, with respect to such Reciprocals, that would (i) limit the ability of any Reciprocal

to enter into Reinsurance Contracts, (ii) require any divestiture of any investment of any Reciprocal, (iii) in any manner relate to the

ability of any Reciprocal to pay dividends, (iv) require any investment of any Reciprocal to be treated as non-admitted assets (or the

local equivalent), (v) require or impose any capital commitment, “keep well” or similar capital maintenance arrangement with

respect to any Reciprocal or (vi) otherwise restrict the conduct of business of any Reciprocal as currently conducted, nor has any Reciprocal

been advised in writing or, to the Knowledge of the Company, orally by any Governmental Authority that it is contemplating any such undertakings.

(b)

All Insurance Contracts issued by a Reciprocal are, and since the formation of the relevant Reciprocal have been, to the

extent required under applicable Insurance Laws, on forms and at rates approved by applicable Insurance Regulators or filed with and not

objected to by such Insurance Regulators within the period provided for objection, in each case except as, individually or in the aggregate,

has not had and would not reasonably be expected to have a Company Material Adverse Effect. Since the formation of the relevant

Reciprocal, no material deficiencies have been asserted by any Insurance Regulator in writing or, to the Knowledge of the Company, orally

with respect to any such form and rate filings which have not been cured or otherwise resolved. Since the date of formation of the relevant

Reciprocal, such application forms or rates of Insurance Contracts issued by a Reciprocal have been issued, maintained and serviced in

accordance, in all material respects, with their terms. No provision in any Insurance Contract issued by a Reciprocal gives the holder

thereof or any other Person the right to receive policy dividends or otherwise participate in the revenue, earnings or profits of such

Reciprocal except for retrospective credit commission or profit share arrangements provided to managing general agents and other intermediaries

in the ordinary course of business.

(c)

Since the date of formation of the relevant Reciprocal, all benefits due and payable by or on behalf of the applicable Reciprocal

in respect of the Insurance Contracts issued by the applicable Reciprocal have in all material respects been paid in accordance with the

terms of the Insurance Contracts under which they arose and such payments were not materially delinquent when paid without material fines

or penalties (excluding interest), except for such benefits for which the applicable Reciprocal believes there is a reasonable basis to

contest payment.

(d)

Except to the extent prohibited by Applicable Law, the Company has made available to the Parent true and complete copies

of (i) any material reports on financial examination (including draft reports where final reports are not yet available), and (ii) any

material reports on market conduct examination (including draft reports where final reports are not yet available), in the case of each

of (i) and (ii) delivered by any Insurance Regulators in respect of any Reciprocal since the date of formation of the applicable Reciprocal

through the date of this Agreement or in respect of any Insurance Subsidiary which is a risk-bearing entity since the Applicable Date.

All material deficiencies or violations noted in such examination reports have been cured or resolved to the satisfaction of the applicable

Insurance Regulator prior to the date of this Agreement.

(e)

Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect,

since the Applicable Date, to the Knowledge of the Company, (i) each Producer, 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 its Subsidiaries that may require

a Producer, adjusters’ or other insurance license, was duly licensed and appointed, where required, as a Producer, third-party administrator,

or adjuster, or other insurance license, as applicable (for the type of business written, sold or produced by such Person), in the particular

jurisdiction in which such Producer wrote, sold, produced, solicited or serviced such business, (ii) no Producer has been enjoined, indicted,

convicted or made the subject of any consent decree or judgment on account of any violation of Applicable Law in connection with such

Producer’s actions in his, her or its capacity as a Producer for an Insurance Subsidiary or the Reciprocals and (iii) no Producer

is in violation (or with or without notice or lapse of time or both, would be in violation) of any term or provision of any Insurance

Law applicable to the writing, sale or production of insurance business for the Insurance Subsidiaries or the Reciprocals.

(f)

With respect to each Material Reinsurance Contract, (i) to the Knowledge of the Company, no such counterparty is insolvent

or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (ii) to the Knowledge

of the Company, the financial condition of any cedant, reinsurer or retrocessionaire under such Material Reinsurance Contract is not impaired to the extent

that a default thereunder is reasonably anticipated, except has not had and would not reasonably be expected to have a Company Material

Adverse Effect, (iii) as of the date hereof, no written, or, to the Knowledge of the Company, oral, notice of intended cancellation, termination

rate modification or request to recapture has been received by a Reciprocal from any such cedant, reinsurer or retrocessionaire and (iv)

each Reciprocal is entitled under the applicable Insurance Laws of its domiciliary jurisdiction to take full credit in its Company Statutory

Statements for all amounts recoverable by it pursuant to such Material Reinsurance Contract to the extent any such credit is so taken

in the Company Statutory Statements.

(g)

The Reserves reported in the Company Statutory Statements (i) were determined in all material respects in accordance with

generally accepted actuarial standards consistently applied throughout the specified period, and (ii) were fairly stated in accordance

with Applicable SAP in effect at such time and, in all material respects, in accordance with sound actuarial principles, except, in each

case, as otherwise noted in the applicable Company Statutory Statement and notes thereto included in the applicable Company Statutory

Statement. Notwithstanding the foregoing, the Company makes no representations or warranties with respect to, and nothing contained in

this Agreement is intended or shall be construed to be a representation or warranty, express or implied, of Seller in respect of (A) the

adequacy or sufficiency of reserves or (B) the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or

equity amount on any financial or other document.

Section 4.30

No Other Representations or Warranties. Except for the express

representations and warranties set forth in ‎Article 5 or in any certificate delivered pursuant to this Agreement, the Company

acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or

shall be deemed to have been made by or on behalf of Parent or Merger Subs to the Company, and the Company hereby disclaims reliance on

any such other representation or warranty, whether by or on behalf of Parent or Merger Subs, and notwithstanding the delivery or disclosure

to the Company, or any of its Representatives or Affiliates, of any documentation or other information by Parent, Merger Subs or any of

their respective Representatives or Affiliates with respect to any one or more of the foregoing.

Article

REPRESENTATIONS AND WARRANTIES OF PARENT

Subject to ‎Section

11.05, except as set forth in the Parent Disclosure Schedule, Parent represents and warrants to the Company that:

Section 5.01

Corporate Existence and Power. Each of Parent and each of

the Merger Subs is a corporation or limited liability company duly incorporated or organized, validly existing and in good standing under

the laws of its jurisdiction of incorporation and has all corporate or limited liability company powers and all governmental licenses,

authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations,

permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Parent

Material Adverse Effect. Since the date of its incorporation, each of Merger Sub and LLC Merger Sub has not engaged in any activities

other than in connection with or as contemplated by this Agreement. Each of Merger Sub and LLC Merger Sub was formed solely for the purpose of

consummating the transactions contemplated by this Agreement and actions reasonably related thereto.

Section 5.02

Corporate Authorization. Each of Parent and each of the

Merger Subs has all requisite corporate power and authority, as applicable, to perform its obligations hereunder and consummate the Merger

and the LLC Merger, as applicable (subject to, in the case of each of the Merger Subs, receiving the approval of Parent (or its wholly-owned

subsidiary) as contemplated by the final sentence of this Section 5.02). The execution, delivery and performance by Parent and

Merger Subs of this Agreement and the consummation by Parent and Merger Subs of the transactions contemplated hereby are within the corporate

or limited liability company powers of Parent and Merger Subs and have been duly authorized by all necessary corporate action, subject

only to the adoption of this Agreement by Parent (or its wholly owned subsidiary) in its capacity as sole stockholder of Merger Sub. Each

of Parent and each Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery

by the Company, this Agreement constitutes a valid and binding agreement of each of Parent and each Merger Sub, enforceable against Parent

and Merger Subs 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). Prior to the execution of this Agreement,

Parent (or its wholly owned subsidiary), as sole stockholder of Merger Sub, duly executed and delivered a written consent approving and

adopting this Agreement in accordance with Section 228 and Section 251 of the DGCL, which by its terms will be effective immediately following

execution of this Agreement and, when effective, will constitute the only approval of Merger Sub stockholders necessary to adopt this

Agreement.

Section 5.03

Governmental Authorization. The execution, delivery and

performance by Parent and Merger Subs of this Agreement and the consummation by Parent and Merger Subs of the transactions contemplated

hereby require no action by or in respect of, or notification to or filing by or with respect to Parent and Merger Subs with, any Governmental

Authority, other than (a) the filing of certificates of merger with respect to the Merger and the LLC Merger with the Delaware Secretary

of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (b) compliance

with any applicable requirements of the HSR Act and any other applicable Antitrust Laws, (c) compliance with any applicable requirements

of the 1933 Act, the 1934 Act and any other state or federal securities laws, (d) subject to Section 8.01(f), the Specified Regulatory

Approvals and (e) any actions or filings the absence of which would not reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect. As of the date hereof, neither Parent nor any of Parent’s Associates (as defined by 16 C.F.R.

801.1(d)(2)) own any interest in any Person that (i) competes with the Company, (ii) supplies any products or services to the Company

or (iii) purchases any products or services from the Company.

Section 5.04

Non-contravention. The execution, delivery and performance

by Parent and Merger Subs of this Agreement and any Transaction Documents to which they are a party and the consummation by Parent and

Merger Subs of the transactions contemplated hereby and thereby do not and will not (a) contravene, conflict with, or result in any violation

or breach of any provision of the Organizational Documents of Parent or any Merger Sub, (b) assuming compliance with the matters referred

to in ‎Section 5.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law

or (c) assuming compliance with the matters referred to in ‎Section 5.03, require any consent,

notification or other action by any Person under, constitute a termination, cancellation, acceleration or any other change of any rights

or obligations of Parent or any of its Subsidiaries, or loss of any benefit to which Parent or any of its Subsidiaries is entitled under

any provision of any Contract binding on Parent or any of its Subsidiaries or any Permit affecting, or relating to, the assets or business

of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries,

except, in the case of each of clauses (b) through (d), as would not reasonably be expected to have, individually or in

the aggregate, a Parent Material Adverse Effect.

Section 5.05

Disclosure Documents. The information that Parent supplies

to the Company for use in any Company Disclosure Document (and any amendment thereof or supplement thereto) will not (including at the

date mailed to the Company’s stockholders and at the time of the Company Meeting) contain any untrue statement of a material fact

or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were

made, not misleading, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference

therein based on information supplied by the Company or any of its Representatives in writing specifically for use or incorporation by

reference therein.

Section 5.06

Finders’ Fees. Except for each of Barclays Capital

Inc., Moelis & Company LLC, Morgan Stanley & Co. LLC and Piper Sandler & Co., whose fees will be paid by Parent, there is

no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent who might

be entitled to any fee or commission payable by the Company prior to Closing in connection with the transactions contemplated by this

Agreement.

Section 5.07

Financing. (a) Parent affirms that it is not a condition

to the Closing or to any of its other obligations under this Agreement that Parent obtain financing for, or related to, any of the transactions

contemplated by this Agreement. Parent has delivered to the Company true, complete and fully executed copies of (i) a commitment letter

(including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter as described

below in Section 5.07(c) (and subject to any redactions as described below), as each of the foregoing may be amended, supplemented,

replaced, substituted, terminated or otherwise modified or waived from time to time after the date hereof in compliance with ‎Section

8.10, the “Debt Commitment Letters”) from each Person identified therein that has a commitment thereunder to provide

or arrange the Debt Financing (collectively, the “Debt Financing Source”) confirming their respective commitments to

provide LLC Merger Sub with debt financing in connection with the transactions contemplated hereby in the amount set forth therein and

subject to the terms and conditions thereof (the “Debt Financing”) and (ii) a commitment letter (the “Equity

Commitment Letter” and together with the Debt Commitment Letters, the “Financing Commitment Letters”) from

DFO Sponsor (the “Equity Financing Source(s)”) confirming its commitment to provide Parent with equity financing, subject

to the terms and conditions thereof, in connection with the transactions contemplated hereby in the amount set forth therein (the “Equity

Financing” and together with the Debt Financing, the “Financing”). The definition of “Debt Financing

Source” shall include the Persons (including the parties to the Debt Commitment Letters and any joinder agreements, credit agreements,

purchase agreements, indentures or other definitive agreements relating to the Debt Financing or any Alternative Financing) that have

committed to provide or arrange, or have otherwise entered into agreements in connection with, all or any part of the Debt Financing or any Alternative

Financing, including any agents, arrangers, bookrunners, underwriters, initial purchasers, placement agents and lenders, and their respective

successors and assigns.

(b)

As of the date hereof, the Equity Commitment Letter is in full force and effect and is a valid and binding obligation of

Parent and the other parties thereto, enforceable against Parent and the other parties thereto 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). Each of the Debt Commitment Letters is in full force and effect and is a valid and binding obligation

of Parent and, to the knowledge of Parent, the other parties thereto, enforceable against Parent and, to the knowledge of Parent, the

other parties thereto 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 date hereof, none of

the Financing Commitment Letters have been amended or modified, and the respective commitments contained in the Financing Commitment Letters

have not been withdrawn, rescinded or otherwise modified, and no such amendment, modification, withdrawal or rescission of the Financing

Commitment Letters is, to the knowledge of Parent, currently contemplated or the subject of current discussions. As of the date hereof,

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 (x) Parent or Merger Subs or any of their respective Affiliates or any other Person, under any of the Equity

Commitment Letter or (y) Parent, Merger Subs or any of their respective Affiliates or, to the knowledge of Parent, any other Person, under

any of the Debt Commitment Letters. All fees (if any) required to be paid under the Financing Commitment Letters on or prior to the date

hereof have been paid in full.

(c)

There are no conditions precedent directly or indirectly related to the funding of the full amount of the Financing other

than as expressly set forth in the Financing Commitment Letters. As of the date hereof, other than the Financing Commitment Letters, there

are no other Contracts entered into by Parent or any Affiliate thereof related to the funding or investing, as applicable, of the Financing

(except for (i) customary fee letters relating to the commitments in the Debt Commitment Letters, a true, complete and fully executed

copy of each of which has been provided to the Company, with only the fee amounts, “market flex”, pricing terms, pricing caps

and other commercially sensitive terms redacted; provided that Parent represents and warrants that the market flex provisions in

such fee letter do not permit the imposition of any new conditions (or the modification or expansion of any existing conditions), (ii)

customary engagement letters or nondisclosure agreements which do not impact the conditionality or amount of the Financing or (iii) those

that would not be reasonably expected to materially adversely affect the availability of any portion of the Financing and which do not

adversely impact the conditionality or amount of the Financing). As of the date hereof, assuming the satisfaction of the conditions to

Parent’s obligation to consummate the Merger, Parent has no reason to believe that any of the conditions to the Financing will not

be satisfied or that the full amount of the Financing will not be available in full to Parent on the Closing.

(d)

Assuming the Financing is funded on the Closing in accordance with the terms and conditions of the Financing Commitment

Letters and the Closing is consummated in accordance with the terms of this Agreement following satisfaction of the conditions precedent

thereto, the aggregate proceeds of the Financing (after giving

effect to any market flex provisions with respect to the Debt Financing) will be in an amount sufficient to (i) pay the amounts payable

by Parent pursuant to ‎Section 2.02, ‎Section 2.04, ‎Section

2.06 and ‎Section 2.07, (ii) repay the principal and interest on all loans and debt securities outstanding

under each of the Company Credit Facility, the Company Credit Agreement and the Company Indenture required to be repaid in connection

with or as a result of the Merger and (iii) pay all related fees and expenses of Parent, Merger Sub and their respective Representatives

pursuant to this Agreement.

Section 5.08

Solvency. (a) Assuming (i) the satisfaction of the conditions

to Parent’s obligation to consummate the Merger, (ii) the accuracy of the representations and warranties set forth in ‎Article

4 of this Agreement in all material respects and (iii) the Company and its Subsidiaries, on a consolidated basis, are Solvent immediately

prior to the Effective Time, then after giving effect to the transactions contemplated by this Agreement (including the Financing, any

alternative financing, the payment of the aggregate Merger Consideration, any repayment or refinancing of debt contemplated in this Agreement

or the Debt Commitment Letters and the payment of all related fees and expenses) the Surviving Corporation on a consolidated basis will

be Solvent as of immediately following the Effective Time and immediately after the consummation of the transactions contemplated hereby.

For purposes of this Agreement, “Solvent” when used with respect to any Person, means that such Person (A) has property

with fair value greater than the total amount of their debts and liabilities, contingent, subordinated or otherwise (it being understood

that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances

existing at such time, can reasonably be expected to become an actual or matured liability), (B) has assets with present fair salable

value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (C) will

be able to pay its debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (D) are not engaged

in business or a transaction, and are not about to engage in business or a transaction, for which they have unreasonably small capital.

(b)

Neither Parent nor any of its Affiliates are entering into this Agreement with the actual intent to hinder, delay or defraud

either present or future creditors of itself or any of its Affiliates.

Section 5.09

No Prior Operations; Capitalization. Each of Parent and

each Merger Sub is a newly formed entity that was formed specifically in connection with the transactions contemplated by this Agreement

and, except as required in connection with the transactions contemplated hereby, has not conducted any operations, owned an interest in

any assets (including any ownership interest in any other Person), incurred any liabilities of any nature or become party to any agreements.

As of the date hereof, Sequence is the direct or indirect beneficial owner of 100% of the outstanding ownership interests of Parent. Parent

is the direct or indirect beneficial owner of 100% of the outstanding ownership interests of each Merger Sub.

Section 5.10

Guarantee. Concurrently with the execution of this Agreement,

DFO Sponsor has delivered to the Company a duly executed Guarantee. DFO Sponsor is a limited partnership duly organized, validly existing

and in good standing under the laws of Delaware and has all limited partnership powers required to carry on its business as now conducted.

The execution, delivery and performance by DFO Sponsor of the Guarantee, and the consummation of the transactions contemplated thereby, are within

the limited partnership powers of DFO Sponsor and have been duly authorized by all necessary limited partnership action on the part of

DFO Sponsor. The Guarantee is in full force and effect and constitutes a valid and binding obligation of DFO Sponsor, enforceable against

DFO Sponsor 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 date hereof, no event has occurred

which, with or without notice, lapse of time or both, would constitute a default on the part of DFO Sponsor under the Guarantee.

Section 5.11

Other Businesses. None of Parent, each Merger Sub or any

of their respective Affiliates (a) competes with, or has direct or indirect capital or other interests of more than ten percent in any

other corporation, partnership, limited liability company, joint venture or business organization that competes with the Company or (b)

has entered (or, to the knowledge of Parent, as of the date hereof, are in negotiations to enter) into any agreement to acquire or make

any investment in any corporation, partnership, limited liability company, joint venture or other business organization or any division

or assets thereof, that competes with the Company.

Section 5.12

National Security Matters. Neither Parent nor any Merger

Sub qualifies as a “foreign person” (as defined in 31 C.F.R. § 800.224).

Section 5.13

No Other Representations or Warranties. Except for the representations

and warranties set forth in ‎Article 4 or in any certificate delivered pursuant to this Agreement, each of Parent and each

Merger Sub acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity,

is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subs and Parent and Merger Subs have not

relied on any such representations or warranties. Each of Parent and each Merger Sub has relied solely upon its own investigation and

analysis and acknowledges and agrees that, except for the representations and warranties set forth in ‎Article 4 or in any

certificate delivered pursuant to this Agreement, the Company makes no representation or warranty in connection with this Agreement or

the Merger, including with respect to information conveyed at management presentations, in virtual data rooms, in due diligence sessions

or other diligence materials and, without limiting the foregoing, any projections, forecasts or other estimates, plans or budgets of future

revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof)

or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations

or affairs of the Company or any of its Subsidiaries. Each of Parent and Merger Sub, on behalf of itself and its Subsidiaries, acknowledges

and agrees that it has had reasonable access to, and has been afforded the opportunity to request and review, the books and records of

the Company and its Subsidiaries (including in the possession of the Company’s representatives).

Section 5.14

Ownership. None of Ultimate Parent, Merger Subs or their

respective “affiliates” or “associates” (in each case, as such terms are defined in Section 203 of DGCL) is, or

has been during the last three years, an “interested stockholder” of the Company subject to the restrictions on “business

combinations” (in each case as such terms are defined in Section 203 of the DGCL), or beneficially owns, or has beneficially owned

during the last three years, directly or indirectly, any Class A Shares, Class B Shares or OpCo LLC Units or has, or has had in the last

three years, any rights to acquire, directly or indirectly, any Class A Shares, Class B Shares or OpCo LLC Units, in each case other than as a result

of this Agreement and the Rollover Agreements and the transactions contemplated hereby and thereby.

Section 5.15

No Form A Impediments. As of the date hereof, there are

no circumstances, conditions, events or facts related to Parent, the Merger Subs, their respective Affiliates or any of its or their respective

equity owners, directors, officers or managers (and the Sponsors and any Sponsor Related Persons) that would reasonably be expected to

prevent or materially impair Parent’s or the Merger Subs’ ability to obtain approval of any Form A statements to be filed

with the Texas Department of Insurance and the Arizona Department of Insurance and Financial Institutions to the extent required or applicable.

Article

COVENANTS OF THE COMPANY

Section 6.01

Conduct of the Company. During the period from the date

hereof until the Effective Time, except (A) with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed

or conditioned), (B) as required by Applicable Law, (C) as set forth in ‎Section 6.01 of the Company Disclosure Schedule,

or (D) as otherwise required or expressly permitted by this Agreement (including, for the avoidance of doubt, Section 8.01(f)),

(1) the Company shall, and shall cause each of its Subsidiaries and the Reciprocals (to the extent within the control of the Company or

its Subsidiaries) to, use commercially reasonable efforts to conduct its business in the ordinary course of business and preserve intact

the material components of its current business organization and relationships and goodwill with suppliers, customers, employees, Governmental

Authorities and other Persons with which the Company, its Subsidiaries or the Reciprocals have material business relations (including

by enforcing and not waiving restrictive covenants in its favor in respect of a current or former Service Provider except pursuant to

a settlement entered into in accordance with Section 6.01‎(o)) and (2) the Company Parties shall not, nor shall they permit

any of their Subsidiaries or the Reciprocals (to the extent within the control of the Company or its Subsidiaries) to:

(a)

amend the Company’s certificate of incorporation or bylaws or the comparable Organizational Documents of any of the

Subsidiaries of the Company or the Reciprocals;

(b)

(i) adjust, split, combine, exchange, subdivide or reclassify any shares of its capital stock, (ii) declare, set aside or

pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock

(including any Shares), except for (A) dividends by any of its or OpCo LLC’s wholly owned Subsidiaries (B) distributions in accordance

with the terms of the OpCo LLC Agreement to be no greater than necessary to satisfy its obligations in respect of Tax distributions under

the OpCo LLC Agreement to all members of OpCo LLC consistent with past practice and (C) exchanges of Class B Shares and OpCo LLC Units

in accordance with the OpCo LLC Agreement;

(c)

(i) issue, deliver, sell, dispose, encumber, grant, confer, award or authorize the issuance, delivery, sale, disposal, encumbrance,

grant, conferral or award of, any Company Securities, OpCo LLC Units or Company Subsidiary Securities, other than the issuance of (A) any

Shares upon settlement of Company PSUs outstanding as of the date of this Agreement in accordance with their respective terms, (B) any

grant or issuance of shares of Company Common Stock in exchange for OpCo LLC Units in accordance

with the OpCo LLC Agreement (including, for the avoidance of doubt, the Closing Exchanges), or (C) any Company Subsidiary Securities

to the Company or any other wholly owned Subsidiary of the Company or (ii) amend any term of any Company Security or any Company

Subsidiary Security (in each case, whether by merger, consolidation or otherwise);

(d)

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material amount

of assets, securities, properties, interests or businesses, for consideration in excess of $5,000,000 individually or $25,000,000 in aggregate

any transaction or series of related transactions; provided that the Company and its Subsidiaries may take such actions pursuant to existing

Contracts set forth on Section 6.01(d) on the Company Disclosure Schedule;

(e)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or

other reorganization of the Company or any of its Subsidiaries or the Reciprocals (other than the Merger);

(f)

sell, lease, license, assign or otherwise transfer, or dispose of, mortgage, sell or create or incur any material Lien on,

any of the Company’s or its Subsidiaries’ or the Reciprocal’s material assets, securities, properties (including the

Leased Real Property), interests or businesses, other than (i) sales of inventory in the ordinary course of business, (ii) as required

pursuant to existing Contracts in effect on the date hereof, (iii) Permitted Liens and (iv) transfers among the Company and its wholly

owned Subsidiaries, among the wholly owned Subsidiaries of the Company or among the wholly owned Subsidiaries of OpCo LLC;

(g)

sell, assign, transfer, abandon, license or sublicense, fail to maintain, subject to any Lien or otherwise dispose of any

material Company-Owned Intellectual Property (except (i) non-exclusive licenses granted in the ordinary course of business, (ii) licenses

pursuant to existing Contracts or (iii) among the Company and any of its wholly owned Subsidiaries);

(h)

make any loans, advances or capital contributions to, or investments in, any other Person, other than (i) by the Company

(or a wholly-owned Subsidiary of the Company) to a wholly-owned Subsidiary of the Company or (ii) in the ordinary course of business;

(i)

create, incur, assume, provide any guarantee of or otherwise become liable with respect to any indebtedness for borrowed

money or guarantees thereof (other than as required by its terms); provided, however, that the foregoing shall not restrict

any drawdowns under the Company Credit Facility or the Company Credit Agreement that are not in excess of $25,000,000 in the aggregate;

(j)

other than in the ordinary course of business (excluding in the case of any Contract that is, or would have been, a Material

Contract under ‎Section 4.21(a)(i), ‎(ii), ‎(v), ‎(viii),

or ‎(xiv), or a Related Party Contract, to which such ordinary course of business exception shall not apply),

(i) enter into any contract which if entered into prior to the date of this Agreement would have been a Material Contract or material

Lease or Related Party Contract, or (ii) amend or modify in any material respect (in each case, in a manner adverse to Parent), waive

any material rights under, or terminate any Material Contract or Lease or Related Party Contract;

(k)

except as required under the terms of any Employee Plan in effect on the date of this Agreement, (i) grant or increase

any compensation, bonus, severance, retention, change in control, termination pay, welfare or other benefits, (ii) establish, adopt, enter

into, amend, or terminate any Employee Plan (or any plan, agreement, program, policy, or other arrangement that would be an Employee Plan

if in existence on the date hereof), (iii) take any action to accelerate any material payment or benefit, or the funding of any material

payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors, (iv) terminate

the employment or service of any of its employees or individual independent contractors who is with an annual base salary or base compensation

greater than $300,000, other than for “cause”; or (v) hire any employee or individual independent contractor who would

have an annual base salary or base compensation greater than $300,000;

(l)

negotiate, modify, amend, extend, terminate or enter into any Collective Bargaining Agreement or certify any labor union,

labor organization, works council or group of employees as the bargaining representative for any Company Employees;

(m)

implement or announce any employee layoffs, furloughs, reductions in force, plant closings, reductions in compensation or

other similar actions that trigger obligations under WARN;

(n)

materially change the Company’s methods of accounting, except as required by concurrent changes in GAAP or in Regulation

S-X of the 1934 Act, as agreed to by its independent public accountants;

(o)

settle or compromise (i) any Action or threatened Action (excluding any Action or threatened Action relating to Taxes) involving

or against the Company or any of its Subsidiaries or the Reciprocals, other than settlements or compromises that do not result in (x)

a payment obligation (net of insurance proceeds and any payment obligations for which the Company reasonably expects to be indemnified)

of the Company or any of its Subsidiaries or the Reciprocals in excess of $5,000,000 individually or $10,000,000 in the aggregate, (y)

equitable relief that would be material to the Company and its Subsidiaries or the Reciprocals, taken as a whole, or materially impact

the operations or businesses of the Company or any of its Subsidiaries or the Reciprocals (or, following the Closing, Parent or its Subsidiaries),

or (z) an admission of any criminal wrongdoing, or (ii) any Action or threatened Action (excluding any Action or threatened Action relating

to Taxes) that relates to the transactions contemplated hereby;

(p)

(i) make, change or revoke any material election with respect to Taxes, (ii) file any material Tax Return in a manner materially

inconsistent with past practice or file any material amended Tax Return, (iii) settle or compromise any material Tax claim, audit or assessment,

(iv) adopt or change any material Tax accounting method or period, (v) enter into any closing agreement with respect to any material Tax

or surrender any right to claim a material Tax refund, offset or reduction in Tax or (vi) consent to any extension or waiver of the limitations

period applicable to any material Tax claim or assessment (other than any such extensions or waivers automatically granted in the ordinary

course of business);

(q)

make or commit to any capital expenditures exceeding $10,000,000 in the aggregate, other than in accordance with the Company’s

annual capital expenditures budget made available to Parent;

(r)

enter into or discontinue any line of business of the Company, its applicable Subsidiary or applicable Reciprocal or enter

into any new lines of business that would require any Reciprocal to add new lines of authority to its certificates of authority which

are not present on its certificate of authority from its domestic Insurance Regulator; or

(s)

agree, resolve or commit to do any of the foregoing.

Section 6.02

Access to Information. From the date hereof until the Effective

Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall (and shall cause its Subsidiaries to), upon reasonable

advance notice, and except as may otherwise be required by Applicable Law, (a) provide Parent, its officers, directors, employees, attorneys,

lenders, accountants, consultants or other agents or advisors (“Representatives”) reasonable access, during normal

business hours during the period prior to the Effective Time, to the Representatives and offices, properties, books and records, work

papers and other documents of the Company and its Subsidiaries and (b) during such period, furnish to Parent and its Representatives such

existing information as such Persons may reasonably request within a reasonable time of such request, including copies of such existing

information; provided that the foregoing shall not require the Company to disclose any information pursuant to this ‎Section

6.02 to the extent that (i) such disclosure, in the reasonable judgment of the Company’s legal counsel, would violate any Applicable

Law (including privacy law or any Privacy Requirement) or (ii) disclosure of any such information or document would result in the waiver

or loss of attorney-client privilege, work product doctrine or any other legal privilege; provided that, in the case of clauses (i)

and (ii), the Company shall reasonably cooperate with Parent to allow for such access or disclosure in a manner that would not

violate any Applicable Law or result in the waiver or loss of attorney-client privilege, work product doctrine or any other legal privilege.

Notwithstanding the foregoing, nothing in this ‎Section 6.02 shall require the Company to permit any inspection of, or to

disclose any information regarding an Acquisition Proposal, which shall be governed by ‎Section 6.03. Any investigation pursuant

to this ‎Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business

of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this ‎Section

6.02 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. All requests for information

made pursuant to this ‎Section 6.02 shall be directed to an executive officer of the Company or such Person as may be designated

by any such executive officer.

Section 6.03

Non-Solicitation; Other Offers.

(a)

General Prohibitions. Subject to the terms of ‎Section 6.03(a), from the execution of

this Agreement until the earlier of the termination of this Agreement pursuant to ‎Article 10 and the Effective

Time, neither the Company nor any of its Subsidiaries or any of their respective directors and officers shall, and the Company shall use

reasonable best efforts to cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly, (i) solicit,

initiate, propose, knowingly encourage or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal

or any inquiry, proposal, offer, request or indication of interest that is reasonably likely to lead to an Acquisition Proposal, (ii)

enter into, engage in, or participate in any discussions or negotiations with, furnish any non-public information relating to the Company

or any of its Subsidiaries or afford access to the business, properties, assets, books, records work papers and other documents related

to, or personnel of, the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, any Third

Party, in each case, relating to any Acquisition Proposal or any inquiry, proposal, offer, request or indication of interest that would

reasonably be expected to lead to an Acquisition Proposal, (iii) (A) withdraw, withhold, qualify or modify, or publicly propose to withdraw,

withhold, qualify or modify, the Company Board Recommendation, (B) approve, adopt, endorse or recommend, or publicly propose to approve,

adopt, endorse or recommend, any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition

Proposal, (C) in the event of a publicly announced Acquisition Proposal that is not covered by sub-clause (D), fail to publicly reaffirm

the Company Board Recommendation within ten Business Days after Parent so requests in writing (it being understood that the Company will

have no obligation to make such reaffirmation on more than one occasion with respect to any one Acquisition Proposal; provided that Parent

shall be entitled to make a new request each time there is a publicly disclosed material change in such applicable Acquisition Proposal),

(D) fail to publicly recommend against any Acquisition Proposal structured as a tender offer or exchange offer within ten Business Days

after commencement thereof or take any public position in connection therewith other than a recommendation against such offer or a customary

“stop, look and listen” pursuant to Rule 14e-2(a) or Rule 14d-9 under the 1934 Act or (E) fail to include the Company Board

Recommendation in the Proxy Statement (any action described in this clause (iii), an “Adverse Recommendation Change”),

(iv) grant any waiver, amendment or release under any standstill or confidentiality agreement, except solely to the extent the Board of

Directors (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation

with outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under Delaware

law (and excluding, for the avoidance of doubt, any standstill or similar restriction that automatically terminates, expires, or falls

away upon the public announcement of the execution of this Agreement), (v) enter into any agreement in principle, letter of intent, indication

of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar agreement or instrument relating to,

or that would reasonably be expected to lead to, an Acquisition Proposal or (vi) resolve or agree to do any of the foregoing.

(b)

Exceptions. Notwithstanding ‎Section 6.03(a), at any time prior to the receipt of the

Requisite Company Vote:

(i)

the Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with any

Third Party and its Representatives that has made from or after the date of this Agreement a bona fide Acquisition Proposal that

did not result from a breach of Section 6.03(a) and that the Board of Directors (acting upon the recommendation of the Special

Committee) determines in good faith, after consultation with outside legal counsel and its financial advisor, constitutes or would reasonably

be expected to lead to a Superior Proposal, and (B) furnish to such Third Party or its Representatives non-public information relating

to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that (x) to the extent

that any non-public information or access is provided to such Third Party or its Representatives that was not previously provided or made

available to Parent, such non-public information or access is provided or made available to Parent as promptly as reasonably practicable

(and in any event within twenty-four (24) hours after being shared with such Third Party or its Representatives) and (y) any competitively

sensitive information or data provided to any such Third Party or its Representatives in accordance with this ‎Section

6.03 who is, or whose Affiliates include, a competitor,

supplier or customer of the Company or any of its Subsidiaries will be provided in a separate “clean data room” and subject

to customary “clean team” arrangements regarding access to such information or data; and

(ii)

subject to compliance with the other provisions of this ‎Section 6.03, the Board of Directors

may make (acting upon the recommendation of the Special Committee) an Adverse Recommendation Change (A) following receipt of a Superior

Proposal or (B) solely with respect to clause (A) and (E) of the definition of Adverse Recommendation Change, in response to events, changes,

occurrences or developments in circumstances that are material to the Company and its Subsidiaries, taken as a whole, that were not known

to or reasonably foreseeable by the Board of Directors as of or prior to the date hereof and that become known to the Board of Directors

after the date hereof (or, if known to the Board of Directors as of the date hereof, the consequences of which were not known or reasonably

foreseeable to the Board of Directors of the Company as of the date hereof) (an “Intervening Event”), provided

that in no event shall any of the following constitute or contribute to an Intervening Event: (1) the announcement or pendency of this

Agreement or the transactions contemplated by this Agreement, (2) any Acquisition Proposal or any inquiry, proposal, offer, request or

indication of interest that would reasonably be expected to lead to an Acquisition Proposal or consequence thereof, (3) any change after

the date of this Agreement in the market price or trading volume of Company Common Stock (it being understood that the underlying facts

and circumstances giving rise to such change may be taken into account to the extent not otherwise excluded by the foregoing clauses (1)

or (2)) or (4) the fact, in and of itself, that the Company meets or exceeds any internal or published projections, estimates or expectations

of the Company’s revenue, earnings or other financial performance or results of operations for any period (it being understood that

the underlying facts and circumstances giving rise to such outperformance may be taken into account to the extent not otherwise excluded

by the foregoing clauses (1) or (2));

in each case, referred to in the foregoing clauses

(i) and (ii) only if the Board of Directors (acting upon the recommendation of the Special Committee) determines in good faith,

after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with

its fiduciary duties under Delaware law. In addition, nothing contained herein shall prevent the Board of Directors (acting upon the recommendation

of the Special Committee) from complying with Rule 14e-2(a) or Rule 14d-9 under the 1934 Act with regard to an Acquisition Proposal so

long as any action taken or statement made to so comply is consistent with this ‎Section 6.03; provided that any such

action taken or statement made that relates to an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the

Board of Directors (acting upon the recommendation of the Special Committee) expressly reaffirms the Company Board Recommendation in such

statement or in connection with such action. In addition, at any time prior to receipt of the Requisite Company Vote in response to an

unsolicited Acquisition Proposal, the Company may, directly or indirectly, seek clarification from any Person that has made an Acquisition

Proposal solely to clarify and understand any terms and conditions of such proposal that are necessary to provide adequate information

for the Board of Directors to make an informed determination under this ‎Section 6.03.

(c)

Required Notices. From and after the date hereof until the earlier of the valid termination of this Agreement pursuant

to ‎Article 10 and the Effective Time, the Company shall notify Parent in writing promptly (and in any

event within 24 hours) after receipt by the Company or any of its Representatives on its behalf of any Acquisition Proposal or any request

for material non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets,

books, records, work papers or other documents relating to or personnel of the Company or any of its Subsidiaries by any Third Party (which

notice shall include the identity of such Third Party and copies of the Acquisition Proposal, including copies of the proposed alternative

definitive agreement to be entered into in connection with such Acquisition Proposal, any related financing commitment and material related

documents, and if such Acquisition Proposal or any portion thereof was not provided in writing, a summary of the material terms and conditions

thereof) and keep Parent reasonably informed, on a reasonably prompt basis, of the status, material terms and conditions and any material

developments related thereto, including promptly (but in no event later than 24 hours after receipt) providing Parent summaries of material

oral communications between the Company and Third Party and copies of all material correspondence and written materials in respect of

such Acquisition Proposal (including any amendments or modifications thereto) sent or provided to or by the Company or any of its Subsidiaries

or any of their respective Representatives in connection therewith.

(d)

Last Look. Neither the Board of Directors (acting upon the recommendation of the Special Committee) nor the Company

shall be permitted to take any of the actions referred to in ‎Section 6.03(b)(ii) or terminate this Agreement

pursuant to ‎Section 10.01(d)(i) unless (i) the Company notifies Parent, in writing at least four (4) Business

Days before taking such action (the “Notice Period”), of its intention to do so, specifying in reasonable detail the

reasons for such Adverse Recommendation Change and/or such termination (which notice shall not constitute an Adverse Recommendation Change

or termination), attaching (A) in the case of an Adverse Recommendation Change to be made in connection with a Superior Proposal, the

most current version of the proposed agreement(s) under which such Superior Proposal is proposed to be consummated, including the identity

of the Third Party making such Acquisition Proposal, or (B) in the case of an Adverse Recommendation Change to be made pursuant to an

Intervening Event, all material information relating to such Intervening Event and a reasonably detailed description of the reasons for

making such Adverse Recommendation Change (such written notice a “Notice of Recommendation Change”), (ii) during the

Notice Period, the Company shall have, and the Company shall have caused its Representatives to have, negotiated reasonably and in good

faith with Parent any revisions to the terms of this Agreement that Parent proposes and (iii) following the end of the Notice Period,

the Board of Directors (acting upon the recommendation of the Special Committee) shall have determined, in consultation with outside legal

counsel and its independent financial advisor, and giving due consideration to such revisions proposed in writing by Parent, that (A)

in the case of any Adverse Recommendation Change to be made in connection with a Superior Proposal, such Superior Proposal would nevertheless

continue to constitute a Superior Proposal (assuming such revisions proposed by Parent in writing were to be given effect) (it being understood

and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification

from the Company; provided that for the purposes of such new notification the reference to “four (4) Business Days”

in clause (i) above shall be deemed to be “two (2) Business Days”) and (B) in the case of an Adverse Recommendation

Change to be made pursuant to an Intervening Event, such Intervening Event would nevertheless necessitate the need for such Adverse Recommendation

Change, and, in either case, the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under

Delaware law.

(e)

Definition of Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any

bona fide, unsolicited, written Acquisition Proposal which did not result from a material breach of this ‎Section

6.03(a)(i) (but substituting “50%” for all references to “20%” in the definition of such term), that includes

the right for each holder of OpCo LLC Units to exchange all of its OpCo LLC Units for Class A Shares effective immediately prior to the

closing of the proposed transaction, that the Board of Directors (acting upon the recommendation of the Special Committee) determines

in good faith, after consultation with its outside legal counsel and independent financial advisors, is reasonably likely to be consummated

in accordance with its terms and is more favorable from a financial point of view, to the Company’s stockholders (in their capacity

as such) than the transactions contemplated by this Agreement, after taking into consideration any changes to the terms of this Agreement

proposed by Parent in response to such Acquisition Proposal during the Notice Period.

(f)

Obligation of the Company to Terminate Existing Discussions. Subject to this ‎Section 6.03,

(i) the Company shall, and shall cause any of its Subsidiaries and its and their respective Representatives to cease immediately and cause

to be terminated any and all existing activities, discussions, negotiations or solicitations of the foregoing, if any, with any Third

Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal and (ii) the Company shall promptly

(and in any event within one Business Day after the date hereof) terminate any data room access of such Third Party or any of its Representatives

and request in writing that each Third Party that has executed a confidentiality or similar agreement in connection with any transaction

or proposal involving the Company that could reasonably be expected to lead to an Acquisition Proposal or that relates to a potential

Acquisition Proposal promptly return to the Company or destroy all information previously furnished or made available to such Third Party

or any of its Representatives by or on behalf of the Company or its Representatives in accordance with the terms of such agreement.

Section 6.04

Advisory Client Consents.

(a)

Negative Consents; Affirmative Consents. Each RIA Subsidiary shall use its commercially reasonable efforts

to obtain, in accordance with Applicable Law and the applicable Advisory Agreement, the consent of each Advisory Client to the deemed

assignment of its Advisory Agreement as a result of the transactions contemplated hereby prior to Closing (such consent, a “Client

Consent”). Without limiting the generality of the foregoing, each RIA Subsidiary shall send, within forty-five (45) days of

the date hereof, notices to each Advisory Client as of the date hereof (i) informing such Advisory Client of the transactions contemplated

hereby, (ii) informing such Advisory Client that such RIA Subsidiary intends to continue to provide Investment Advisory Services to such

Advisory Client after Closing and requesting such Advisory Client’s consent thereto, (iii) requesting the requisite consent of such

Advisory Client to such deemed assignment and (iv) unless the Advisory Client’s Advisory Agreement requires the Advisory Client’s

written consent to such deemed assignment, informing such Advisory Client that the consent of such Advisory Client will be deemed to have

been provided if such Advisory Client does not notify in writing the applicable RIA Subsidiary of its objection to such deemed assignment,

or of its termination of its Advisory Agreement, within forty-five (45) days after the sending of such notice. In the case of a New Client,

the relevant RIA Subsidiary shall use commercially reasonable efforts to provide such New Client with disclosure prior to the entering

into of its Advisory Agreement (A) informing such New Client of the transactions contemplated hereby, (B) informing such New Client that such

RIA Subsidiary intends to continue to provide Investment Advisory Services to such New Client after Closing, and (C) informing such New

Client that the consent of such New Client will be deemed to have been provided by the entering into by such New Client of its Advisory

Agreement. Parent shall have a reasonable opportunity to review and comment on all materials used to seek Client Consents for purposes

of this ‎Section 6.04(a) prior to distribution. The Company agrees to (i) cause the RIA Subsidiary to cooperate

with and support the Company’s efforts under this ‎Section 6.04(a) and (ii) cause the RIA Subsidiary

to file an other-than-annual amendment to its Form ADV within 30 days following the Closing to reflect the change in ownership of the

RIA Subsidiary.

(b)

Cooperation. Parent shall (i) use commercially reasonable efforts to cooperate with the Company and each RIA Subsidiary

in connection with obtaining the approvals and consents sought pursuant to this ‎Section 6.04 and (ii) promptly

provide to each RIA Subsidiary in writing all information concerning Parent and its Affiliates (and the Sponsors and any Sponsor Related

Persons) as is required under Applicable Law, reasonably required or otherwise reasonably requested in order for such RIA Subsidiary to

seek to obtain the approvals and consents to be sought pursuant to this ‎Section 6.04. Each party shall cause

all information relating to such party and its Affiliates (and the Sponsors and any Sponsor Related Persons) supplied by it for inclusion

in such requests for approvals and consents contemplated by this ‎Section 6.04, at the time of the mailing

or delivery of such requests for approvals and consents or supplemental communications related thereto, to not 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 were made, not misleading.

Article

COVENANTS OF PARENT

Section 7.01

Conduct of Parent. Parent shall not, and shall cause its

Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended

to, or would reasonably be expected to, individually or in the aggregate, prevent Parent or Merger Sub’s ability to, or materially

impede or delay the ability of Parent and Merger Sub to, consummate the Merger and the other transactions contemplated by this Agreement

prior to the End Date; provided, however, that this ‎Section 7.01 shall not apply to the matters covered by

‎Section 8.01 or another section with specific standards, which shall be exclusively governed by ‎Section 8.01

or such applicable section.

Section 7.02

Obligations of Merger Subs. Parent shall take all action

necessary to cause (a) LLC Merger Sub to consummate the LLC Merger and (b) Merger Sub to perform its obligations under this Agreement

and to consummate the Merger, in each case, on the terms and conditions set forth in this Agreement.

Section 7.03

Director and Officer Liability.

(a)

For six years from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and

hold harmless, and shall advance expenses to, the present and former officers, directors and managers (in their capacity as directors)

of the Company and its Subsidiaries (each, an “Indemnified Person”) in respect of acts or omissions occurring at or

prior to the Effective Time to the fullest extent permitted

under Applicable Law, and in no event less than the extent provided under the Organizational Documents of the Company and its Subsidiaries

in effect on the date hereof.

(b)

For six years from and after the Effective Time, Parent shall cause to be maintained in effect provisions in the Surviving

Corporation’s or each of its Subsidiaries’ respective Organizational Documents (or in such documents of any successor to the

business of the Surviving Corporation and its Subsidiaries) regarding elimination of liability of directors, indemnification of officers,

directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding

provisions in existence on the date of this Agreement.

(c)

Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation

as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’

liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing

fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or

discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or

prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier

with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate

than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading

statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries

by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with

this Agreement or the transactions or actions contemplated hereby); provided that in no event shall Parent or the Surviving Corporation

be required to (and the Company shall not) expend for such policy pursuant to this sentence an amount in excess of 350% of the aggregate

annual premium paid by the Company in its last full fiscal year for the D&O Insurance; and provided further that if the aggregate

cost of such tail policy exceeds such amount, the Surviving Corporation shall be obligated to obtain a tail policy with the greatest coverage

available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount.

(d)

If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and

shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially

all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provisions shall be made

so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this ‎Section

7.03.

(e)

The rights of each Indemnified Person under this ‎Section 7.03 shall be in addition to any rights

such Person may have under the Organizational Documents of the Company or any of its Subsidiaries, under the DGCL or any other Applicable

Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation

of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person, and the provisions of this

‎Section 7.03 may not be amended in any manner that adversely affects such Indemnified Person without their

prior written consent.

Section 7.04

Employee Matters.

(a)

On and after the Closing, Parent shall, and shall cause its Affiliates (including the Surviving Corporation and OpCo LLC)

to honor the obligations of the Company and its Subsidiaries under the Employee Plans as in effect on the date hereof (or as subsequently

adopted, entered into or amended in compliance with Section 6.01(k)), subject to any amendments or modifications permitted pursuant the

terms of the Employee Plan.

(b)

For the period commencing at the Closing and ending on the first anniversary of the Closing (the “Continuation

Period”), Parent shall provide, or shall cause its Affiliates (including the Surviving Corporation and OpCo LLC) to provide,

each Continuing Employee with (i) a base salary, wage or commission rate and target annual cash bonus opportunity, in each case, that

are at least equal to the base salary, wage or commission rate and target annual cash bonus opportunity provided to such Continuing Employee

by the Company and its Subsidiaries immediately prior to the Closing, (ii) employee benefits (excluding any defined benefit pension, supplemental

retirement or postretirement welfare benefits, non-qualified deferred compensation, change in control, transaction-related, retention,

and equity or equity-based and other long-term incentive compensation) that are, in the aggregate, substantially comparable to the benefits

provided by the Company and its Subsidiaries to such Continuing Employee immediately prior to the Closing and (iii) to the extent that

such Continuing Employee is covered by the plan or an agreement listed or described in ‎Section 7.04(b) of the Company Disclosure

Schedule, severance protections and benefits no less favorable than those provided under such plan or agreement, as applicable.

(c)

With respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, maintained by Parent or its

Affiliates in which any Continuing Employee is eligible to participate on or after the Closing, Parent shall or shall cause its Affiliates

to use commercially reasonable efforts so that Continuing Employees receive service credit for purposes of eligibility to participate,

vesting (other than vesting of future equity awards), and accrual of vacation and paid time off entitlement, such Continuing Employee’s

service with the Company or any of its Subsidiaries prior to the Closing shall be treated as service with Parent and its Affiliates to

the same extent and for the same purposes as such Continuing Employee was entitled, before the Closing, to credit for such service under

any analogous Employee Plan; provided that the foregoing shall not apply (x) for any purpose with respect to any defined benefit

pension plan, postretirement welfare plan, or any plan under which similarly situated employees of Parent and its Subsidiaries do not

receive credit for prior service or that is grandfathered or frozen, or (y) to the extent that it would result in any duplication of benefits

or compensation for the same period of service.

(d)

With respect to any health and welfare plan maintained by Parent or its Affiliates in which any Continuing Employee is eligible

to participate on or after the Closing, Parent shall, or shall cause its Affiliates (including the Surviving Corporation and OpCo LLC)

to (i) waive, or cause to be waived, preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods

with respect to participation by and coverage of the Continuing Employees to the same extent such preexisting conditions, limitations,

exclusions, actively-at-work requirements and waiting periods did not otherwise apply to

(or were otherwise satisfied by) such Continuing Employee under the corresponding Employee Plan immediately prior to the Closing Date

and (ii) use commercially reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles

and similar expenses incurred by each Continuing Employee during the calendar year in which the Closing occurs for purposes of satisfying

such year’s deductible and co-payment limitations to the same extent as such Continuing Employee was entitled, prior to the Closing,

to recognition of such co-payments, deductibles and similar expenses under any Employee Plan.

(e)

With respect to each Employee Plan that is an annual cash incentive compensation plan or arrangement (each, an “Annual

Bonus Plan”), for the fiscal year in which the Closing occurs (the “Closing Year”), solely in the event that

the Closing has not occurred by June 30 of the Closing Year, Parent shall, or shall cause its Affiliates (including the Surviving Corporation

and OpCo LLC) to continue such plan following the Closing in good faith and in the ordinary course of business; provided that the

bonus paid under such plan shall be an amount equal to the greater of (i) the target opportunity under such plan and (ii) the amount determined

based on the level of achievement of applicable performance goals, which amount shall be paid at substantially the same time as annual

bonuses have historically been paid by the Company or its applicable Subsidiary (but in no event later than the 15th day of the 3rd month

following the Closing Year). With respect to each Annual Bonus Plan for the fiscal year immediately preceding the Closing Year, if bonuses

have been earned under the terms of such Annual Bonus Plan but have not been paid prior to Closing (as determined by Parent in good faith

and in all material respects in accordance with the Company’s or its applicable Subsidiary’s applicable past practice), Parent

shall, or shall cause its Affiliates (including the Surviving Corporation and OpCo LLC) to pay such bonuses following Closing, which amounts

shall be paid at substantially the same time as annual bonuses have historically been paid by the Company or its applicable Subsidiaries

(but in no event later than the 15th day of the 3rd month following the end of such preceding fiscal year).

(f)

If requested by Parent in writing no later than five (5) Business Days prior to the Closing Date, the Company shall, and

shall cause its applicable Subsidiaries to, adopt resolutions terminating any Employee Plan intended to qualify as a cash or deferred

arrangement under Section 401(k) of the Code (a “401(k) Plan”), effective no later than the day immediately preceding

the Closing Date and contingent upon the occurrence of the Closing. The Company shall provide Parent with a copy of such resolutions for

its prior review and comment and shall reflect Parent’s reasonable and good faith comments.

(g)

Without limiting the generality of ‎Section 11.06, nothing in this ‎Section

7.04, express or implied, (i) is intended to or shall confer upon any Person other than the parties hereto, including any current

or former Service Provider, Company Employee or Continuing Employee, any right, benefit or remedy of any nature whatsoever under or by

reason of this Agreement, (ii) shall establish, or constitute an amendment, termination or modification of, or an undertaking to amend,

establish, terminate or modify, any Employee Plan or other benefit plan, program, agreement or arrangement, (iii) shall alter or limit

the ability of Parent or any of its Subsidiaries (or, following the Effective Time, the Company or any of its Subsidiaries) to amend,

modify or terminate any Employee Plan or any other benefit plan, program, agreement or arrangement at any time assumed, established, sponsored

or maintained by any of them or (iv) shall create any obligation on the part of Parent or its Subsidiaries (or, following the Effective

Time, the Company or any of its Subsidiaries) to employ or engage

any Service Provider for any period following the Effective Time.

Article

COVENANTS OF PARENT AND THE COMPANY

Section 8.01

Antitrust and Other Regulatory Filings.

(a)

Subject to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to

take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law

(including without limitation any applicable Antitrust Laws or Insurance Laws) to consummate the transactions contemplated by this Agreement

as soon as reasonably possible (and in any event prior to the End Date), including (i) preparing and filing (and, in the case of

Parent, causing the Sponsors and, to the extent applicable, the Sponsor Related Persons to prepare and file) as promptly as practicable

with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements,

registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents,

registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third

party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. The parties hereto understand

and agree that the obligations of Parent under this ‎Section 8.01 include taking, and causing its Affiliates

(and the Sponsors and the Sponsor Related Persons, as applicable) to take, all actions necessary or appropriate to avoid or eliminate

each and every impediment under any Applicable Laws (including without limitation any applicable Antitrust Laws or Insurance Laws) or

otherwise so as to enable the consummation of the transactions contemplated by this Agreement to occur as soon as reasonably possible

(and in any event prior to the End Date), including: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement

with or required by any Governmental Authority in connection with the transactions contemplated hereby; (B) proposing, negotiating, committing

to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines

or assets of the Company or its Subsidiaries; (C) terminating existing relationships, contractual rights or obligations of the Company

and its Subsidiaries; (D) otherwise taking or committing to take actions that after the Closing would limit Parent’s or its Affiliates’

(including the Company’s or its Subsidiaries’) freedom of action with respect to, or its ability to retain or exercise rights

of ownership or control with respect to, one or more of the businesses, product lines or assets of the Company or its Subsidiaries (each

of the foregoing described in any of ‎Section 8.01(a) (A) through (D), a “Regulatory Concession”);

(E) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by

this Agreement or the other Transaction Documents or which would otherwise prohibit, materially delay or materially impair the consummation

of the transactions contemplated by this Agreement or the other Transaction Documents; and (F) seeking to have lifted, vacated or reversed

any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement

or the transactions contemplated hereby; provided, however, notwithstanding anything to the contrary set forth in this Agreement (including

this ‎Section 8.01), nothing set forth in this Agreement will require Parent or Merger Subs to pursue or agree to, or cause

their Affiliates or any other Person to pursue or agree to, any Regulatory Concession that constitutes a Burdensome Condition. If requested

by Parent, the Company and its Subsidiaries shall

agree to any Regulatory Concession; provided that none of the Company or the Company’s Subsidiaries shall be required to

agree to any Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. Notwithstanding

the foregoing, anything to the contrary in this ‎Section 8.01, this ‎Section 8.01

shall not apply to any consents or notices with respect to any RIA Subsidiary (which, for the avoidance of doubt, shall be governed by

‎Section 6.04).

(b)

In furtherance and not in limitation of the foregoing, (i) each of Parent and the Company shall make or cause to be made

(including causing (to the extent applicable) any Affiliate, Sponsor or Sponsor Related Person to make) an appropriate filing of a Notification

and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable (and shall in

any event use reasonable best efforts to make such filing within fifteen (15) Business Days after the date hereof), and (ii) each of Parent

and the Company shall prepare and file (including causing (to the extent applicable) any Affiliates, Sponsors or Sponsor Related Persons

to file), as applicable, all applications, notices, filings, and registration statements necessary to request and obtain the Specified

Regulatory Approvals as promptly as practicable. Parent shall be responsible for all filing fees required under the HSR Act in connection

with the transactions contemplated by this Agreement, excluding filings of shareholders of the Company pursuant to 16 C.F.R. § 801.2(e).

Each of Parent and the Company shall respond (and in the case of Parent, shall cause the Sponsors and the Sponsor Related Persons to respond),

as applicable, as promptly as practicable to any inquiries received from any Governmental Authority for additional information and documentary

material that may be requested pursuant to the HSR Act or any other Applicable Laws (including without limitation any applicable Antitrust

Laws or Insurance Laws). In addition, Parent and the Company shall use their reasonable best efforts to take all other actions

necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other applicable Antitrust

Laws, and to obtain the Specified Regulatory Approvals, as soon as practicable. Each party hereto shall (i) notify the other parties of

any substantive communication to that party or its Affiliates (and, in the case of Parent, any Sponsor or Sponsor Related Persons) from

any Governmental Authority in connection with the transactions contemplated hereby, and, subject to Applicable Law, permit the other parties

to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written communication

to any Governmental Authority in connection with the transactions contemplated hereby, (ii) promptly furnish the other parties with copies

of all correspondence, filings and written communications between it or its Affiliates (and, in the case of Parent, any Sponsor or Sponsor

Related Persons) and their respective Representatives, on the one hand, and such Governmental Authority, on the other hand, with respect

to this Agreement and the transactions contemplated hereby, (iii) not agree to participate in any substantive meeting or discussion with

any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition, antitrust, insurance regulatory

or other regulatory matters in connection with this Agreement or the transactions contemplated hereby unless it consults with the other

parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and

participate thereat and (iv) furnish the other parties with copies of all correspondence, filings, and communications (and memoranda setting

forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental

Authority or members or their respective staffs on the other hand, with respect to any competition, antitrust, insurance regulatory or

other regulatory matters in connection with this Agreement. Any materials exchanged in connection with this ‎Section

8.01 may be redacted or withheld as necessary to address

reasonable privilege or confidentiality concerns, and to remove references concerning valuation or other competitively sensitive material

or any Personal Information, and the parties may, as they deem advisable and necessary, designate any materials provided to the other

under this ‎Section 8.01 as “outside counsel only.”

(c)

Parent, upon reasonable consultation with the Company and considering in good faith the Company’s views, will (i)

control and determine timing and strategy and be responsible for approving the final content of any substantive oral or written communications

with any applicable Governmental Authority, and (ii) lead all proceedings and coordinate all activities, in each such case under clauses

(i) and (ii) with respect to seeking actions, consents, approvals or waivers of any Governmental Authority under the HSR Act

or any other Applicable Laws, provided that each of Parent and Merger Sub agrees that, between the date hereof and the Closing,

it shall not, and shall not permit any of its Affiliates or the Sponsors to (I) withdraw and refile its notification under the HSR Act

more than once, or (II) enter into any timing agreements with Governmental Authorities, in the case of clause (I), except to the

extent such action would not reasonably be expected to prevent the consummation of transactions contemplated by this Agreement prior to

the End Date, and, in the case of clauses (I) and (II), without the prior written consent of the Company (such consent not to be

unreasonably withheld, conditioned or delayed).

(d)

Each of Parent and Merger Sub agrees that, between the date hereof and the Closing, it shall not, and cause the Sponsors

not to, enter into or consummate any Contracts or arrangements, in each case, for an acquisition (by stock or share purchase, merger,

consolidation, purchase of assets, license or otherwise) of any ownership interest, assets or rights of any third party if such ownership

interest, assets or rights would (including the termination or expiration of the waiting period pursuant to the HSR Act or any other Applicable

Law) result in any material delay in obtaining, or to result in the failure to obtain any consents, approvals or waivers of any Governmental

Authority under the HSR Act or any other Applicable Laws, or which would otherwise prevent or impose any material delay in the obtaining

of any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate the transactions contemplated

hereby or the expiration or termination of any applicable waiting period.

(e)

Each of Parent and Merger Sub agrees that, between the date hereof and the Closing, it shall not permit or, and shall cause

the Sponsors not to permit, a direct or indirect debt or equity investment in Parent or Merger Sub, or permit or agree to permit an increase

in, or modify or agree to modify the terms of, an existing direct or indirect or investment (or commitment thereof) in Parent or Merger

Sub, if such new, increased or modified investment (or commitment thereof) would reasonably be expected to (i) materially increase the

risk of (1) not obtaining, any authorization, consent, order, declaration or approval of any Governmental Authority necessary to consummate

the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (2) any Governmental Authority

entering an order prohibiting the consummation of transactions contemplated hereby, (3) not being able to remove any such order on appeal

or otherwise or (ii) prevent the consummation of the transactions contemplated hereby prior to the End Date.

(f)

Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that, in lieu of seeking

the Specified Regulatory Approvals set forth on Section 8.01(f) of the Company Disclosure Schedule,

the parties shall take, or cause to be taken, Schedule 8.01(f) Actions (as defined in the Company Disclosure Schedule).

Section 8.02

Cooperation. The Company and Parent shall cooperate with

one another (a) in connection with the preparation of the Company Disclosure Documents and (b) in determining whether any action by or

in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to

be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement

and in taking such actions or making any such filings, furnishing information required in connection therewith or with the Company Disclosure

Documents.

Section 8.03

Proxy Statement; Schedule 13E-3; Company Meeting.

(a)

As promptly as practicable following the date of this Agreement (and no later than thirty (30) Business Days after the date

hereof), the Company will prepare (with Parent’s reasonable assistance) and the Company will file with the SEC the Proxy Statement.

(b)

The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly

prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 relating to the transactions contemplated by this Agreement,

including all required exhibits thereto (such transaction statement, including any amendment or supplement thereto, the “Schedule

13E-3”).

(c)

Each of the Company, Parent and the Merger Subs shall reasonably cooperate with each other in the preparation of the Proxy

Statement and the Schedule 13E-3 and furnish all information concerning itself and its Affiliates (and, in the case of Parent, the Sponsors

and any Sponsor Related Persons) that is required in connection with the preparation of the Proxy Statement and the Schedule 13E-3.

(d)

The Company will cause the Proxy Statement and the Schedule 13E-3 to be mailed to the stockholders of the Company as promptly

as reasonably practicable following the clearance of the Proxy Statement and the Schedule 13E-3 by the SEC. Prior to any filing of, or

amendment or supplement to the Proxy Statement or the Schedule 13E-3, the Company will provide Parent a reasonable opportunity to review

and comment thereon and the Company shall give reasonable consideration to any comments made by Parent and its Representatives; provided,

however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent solely in the event

of an Adverse Recommendation Change made in compliance with ‎Section 6.03. If at any time prior to the Company

Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective Affiliates

(and, in the case of Parent, the Sponsors and any Sponsor Related Persons), directors or officers, is discovered by the Company or Parent

that should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, so that the Proxy Statement or the

Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information will notify

the other party hereto reasonably promptly and an appropriate amendment or supplement describing such information will be filed reasonably

promptly with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Company. The Company will

promptly notify Parent of the receipt of any comments or other communications, whether written or oral, that the Company or its Representatives

may receive from time to time from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments

or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information and the Company will supply Parent with copies

of all material correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the

other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby.

(e)

The Company will, as soon as reasonably practicable following the date of this Agreement, establish a record date for, and

as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, duly call, give notice of, convene and hold,

the Company Meeting. The Proxy Statement shall (subject to ‎Section 6.03) include the Company Board Recommendation.

Notwithstanding anything in this Agreement to the contrary, the Company may postpone or adjourn the Company Meeting (i) with the written

consent of Parent, (ii) to solicit additional proxies for the purpose of obtaining the Requisite Company Vote, (iii) if there are not

holders of a sufficient number of Shares present or represented by proxy at the Company Meeting to constitute a quorum at the Company

Meeting and (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company

has determined in good faith, after consultation with outside legal counsel, is advisable under Applicable Law and for such supplemental

or amended disclosure to be disseminated and reviewed by the stockholders of the Company prior to the Company Meeting; provided,

that in the case of the foregoing, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed),

(A) the Company Meeting shall not be adjourned or postponed on more than three occasions and no such adjournment or postponement shall

be for more than ten (10) Business Days or (B) if any postponement or adjournment that would require the setting of a new record date;

provided, further, that in no event shall the Company Meeting be adjourned or postponed beyond the date that is four (4)

Business Days prior to the End Date.

Section 8.04 Public

Announcements. The initial press release issued by Parent and the Company with respect to the execution of this Agreement

shall be mutually agreed upon by Parent and the Company. Thereafter, except with respect to any Adverse Recommendation Change or

announcement made with respect to any Acquisition Proposal, Superior Proposal or related matters in accordance with the terms of

this Agreement, or any dispute between the parties regarding this Agreement or the transactions contemplated hereby, Parent and the

Company shall consult with each other before issuing any press release, having any communication with the press (whether or not for

attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts,

with respect to this Agreement or the transactions contemplated hereby (other than any press release, communication, public

statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the

transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only

incidentally and is otherwise materially consistent with any prior public disclosure) and, except in respect of any public statement

or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or

association (in which case, such disclosing party will use commercially reasonable efforts, on a basis reasonable under the

circumstances, to provide a reasonable opportunity to the other party to review and comment upon such public statement or press

release prior to the time such disclosure is required to be so issued),

shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call

before such consultation. Notwithstanding the foregoing, without prior consultation, (a) each party may issue such additional publications

or press releases and make such other customary announcements and public statements so long as such additional publications, press releases

and, announcements and public statements do not disclose any non-public information regarding the transactions contemplated by this Agreement

beyond the scope of the disclosure included in, the initial press release or another press release or public statement with respect to

which the other party had consented and such additional communication is otherwise consistent with those with respect to which the other

party had consented; and (b) Parent and its Affiliates may make disclosures to their direct and indirect equityholders and their respective

equityholders and limited partners consistent with customary practice in connection with bona fide fundraising, marketing, informational

or reporting activities, so long as the Person to which Parent or Sponsor is disclosing such terms is bound by a customary confidentiality

agreement or other similar obligation that would require such Person to keep confidential such terms, which Parent or Sponsor, as applicable,

shall enforce.

Section 8.05

Further Assurances. At and after the Effective Time, the

officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company

or Merger Sub, any deeds, bills of sale, assignments, assurances or other instruments and to take and do, in the name and on behalf of

the Company or Merger Sub any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation

any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be acquired

by the Surviving Corporation as a result of, or in connection with, the Merger.

Section 8.06

Confidentiality. All information provided or made available

to Parent, its Affiliates (and the Sponsors and any Sponsor Related Persons) or any of their respective Representatives pursuant to this

Agreement or in connection with any of the transactions contemplated hereby, whether provided prior to or after the date hereof, shall

be subject to the Confidentiality Agreement. The parties hereto acknowledge and agree that the provisions of the Confidentiality Agreement

shall remain binding and in full force and effect until the later to occur of (a) the Closing and (b) the termination of the Confidentiality

Agreement in accordance with its terms. If this Agreement is terminated, for any reason, prior to the Closing, the Confidentiality Agreement

shall continue in full force and effect in accordance with its terms. Notwithstanding anything to the contrary in this Agreement or the

Confidentiality Agreement, “Representatives” (as defined in the Confidentiality Agreement) shall hereafter be deemed to include

any actual or potential financing sources of Parent and its Representatives (as defined in the Confidentiality Agreement), including Debt

Financing Sources and Equity Financing Sources, without the need for any approval or consent of the Company.

Section 8.07

Section 16 Matters. Prior to the Effective Time, the Company

shall take all actions necessary to cause any dispositions of (or other transactions in) Class A Shares (including derivative securities

with respect to such Class A Shares) resulting from the transactions contemplated by this Agreement by each officer or director who is

subject to the reporting requirements of Section 16(a) of the 1934 Act with respect to the Company to be exempt under Rule 16(b)-3 under

the 1934 Act.

Section 8.08

Notices of Certain Events. Each of the Company and Parent shall promptly notify the other of:

(a)

any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection

with the transactions contemplated by this Agreement;

(b)

any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this

Agreement (other than such communications contemplated in ‎Section 8.01, which shall be governed by such Section);

(c)

the discovery of any fact or circumstance, or the occurrence or non-occurrence of any event, which would reasonably be expected

to cause or result in any of the conditions to the Mergers contained in ‎Article 9 not being satisfied; and

(d)

any Actions commenced or, to the Knowledge of the Company or the knowledge of Parent, as applicable, threatened against,

relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case

may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this

Agreement or that relate to the consummation of the transactions contemplated by this Agreement;

provided that the delivery of any notice

pursuant to this ‎Section 8.08 shall not limit or otherwise affect the remedies available hereunder to the party receiving

such notice.

Section 8.09

Litigation and Proceedings. The Company shall reasonably

promptly notify Parent of any Action brought by stockholders of the Company against the Company, OpCo LLC or, as applicable, its or their

directors or officers relating to this Agreement, the LLC Merger, the Merger or the other transactions contemplated by this Agreement

(whether directly or on behalf of the Company and its Subsidiaries or otherwise), including by providing copies of all pleadings with

respect thereto. The Company shall control the defense or settlement of any litigation or other legal proceedings (other than any litigation

or other legal proceeding in connection with or arising out of or otherwise related to a demand for dissenters’ rights under Applicable

Law which shall be governed by ‎Section 2.06) against the Company or any of its directors or officers relating to this Agreement,

the LLC Merger, the Merger or the other transactions contemplated by this Agreement (“Transaction Litigation”); provided

that, other than proceedings between the parties hereto, the Company shall (a) give Parent a reasonable opportunity to participate, at

Parent’s expense, in the defense, settlement or prosecution of any Transaction Litigation and (b) give Parent the opportunity to

consult with the Company with respect to the defense, settlement and prosecution of any Transaction Litigation (and review in advance

all materials proposed to be delivered by or on behalf of the Company in connection therewith) and consider in good faith any comments

of Parent with respect thereto; and provided, further, that the Company agrees that it shall not settle or offer to settle

any Transaction Litigation without the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned.

Section 8.10

Financing. Parent and LLC Merger Sub shall use their commercially

reasonable efforts to arrange and obtain the Debt Financing on terms and conditions not less favorable than those described in the Debt Commitment

Letters (taking into account any flex provisions), including (but subject in all respects to ‎Section 8.10) their commercially

reasonable efforts to (i) maintain in effect the Debt Commitment Letters (subject to any amendment, supplement, replacement, substitution,

termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive

agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including the flex provisions) or

on other terms no less favorable to Parent and LLC Merger Sub, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions

to funding the Debt Commitment Letters and such definitive agreements thereto (other than any condition where the failure to be so satisfied

is a direct result of the Company’s failure to furnish information described in ‎Section 8.10), (iv) assuming that

all conditions contained in any Financing Commitment Letter have been satisfied, consummate the Debt Financing at or prior to the Closing

and (v) enforce their rights under the Debt Commitment Letter. For the avoidance of doubt, as between Merger Sub and LLC Merger Sub, the

Debt Financing shall be incurred by LLC Merger Sub.

(a)

Parent shall keep the Company reasonably informed with respect to all material developments concerning the status of the

Debt Financing contemplated by the Debt Commitment Letters. Parent and LLC Merger Sub shall give the Company prompt notice (w) of the

termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letters or the definitive agreements related to

the Debt Financing, (x) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of

time or both, could reasonably be expected to give rise to any material breach or material default) by any party to any of the Debt Commitment

Letters, or any definitive agreements related to the Debt Financing, in each case of which Parent or LLC Merger Sub becomes aware, (y)

of the receipt of any written notice or other written communication, in each case received from any Debt Financing Source with respect

to any (i) material breach of Parent’s or LLC Merger Sub’s obligations under the Debt Commitment Letters or definitive agreements

related to the Debt Financing, or actual or potential material default, termination or repudiation by any party to any of the Debt Commitment

Letters or definitive agreements related to the Debt Financing (including any written proposal by any Debt Financing Source, lender or

other Person to withdraw, terminate, repudiate, rescind or make a material and adverse change in the terms of (including the amount of

Financing contemplated) any commitment letter) or (ii) material dispute between or among any parties to any of the Debt Commitment Letters

or definitive agreements related to the Debt Financing or any provisions of any of the Debt Commitment Letters, in each case set forth

in this clause (b), with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded

at Closing and (z) of the receipt of any written notice or other written communication on the basis of which Parent expects that a party

to the Debt Financing will fail to fund the Debt Financing or is reducing the amount of the Debt Financing such that Parent would reasonably

be expected to be unable to make the payments contemplated by clauses (i) through (iii) of ‎Section 5.07(d);

provided that in no event shall Parent or LLC Merger Sub be under any obligation to disclose any information pursuant to the

foregoing that would waive the protection of attorney-client or similar privilege if such party shall have used commercially reasonable

efforts to disclose such information in a way that would not waive such privilege. As soon as reasonably practicable, but in any event

within two Business Days of the date the Company delivers to Parent or LLC Merger Sub a written request, Parent and LLC Merger Sub shall

provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x),

(y) or (z) of the immediately preceding sentence.

(b)

For the avoidance of doubt, Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate

or otherwise modify or waive its rights under any Debt Commitment Letter, including without limitation to (i) terminate any Debt Commitment

Letter in order to obtain alternative sources of financing in lieu of all or a portion of the Debt Financing or (ii) add and appoint additional

arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion

of the financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities

in connection with such appointments; provided that no such amendment, supplement, replacement, substitution, termination, modification

or waiver shall (A) reduce (or have the effect of reducing) the aggregate amount of available Debt Financing (including by increasing

the amount of fees to be paid or original issue discount (except as set forth in any “market flex” provisions existing on

the date of this Agreement)), to less than the amount required to consummate the transactions contemplated by this Agreement (taking into

account amounts to be provided pursuant to the Equity Financing), (B) impose new or additional conditions precedent or expand upon the

conditions precedent to the Debt Financing as set forth in the existing Debt Commitment Letters in a manner that would reasonably be expected

to (1) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur

when required pursuant to the terms hereof or (2) adversely impact the ability of Parent, LLC Merger Sub or the Company, as

applicable, to enforce its rights against other parties to such Debt Commitment Letters, (C) adversely change the timing of the funding

of the Debt Financing thereunder, (D) be reasonably expected to impair, delay or prevent the availability of all or a portion of the Debt

Financing or the consummation of the transactions contemplated by this Agreement, or (E) materially adversely affect the ability of Parent

to enforce its rights under the Debt Commitment Letter or to consummate the transactions contemplated by this Agreement or the timing

of the Closing, including by making the funding of the Financing less likely to occur. Parent shall furnish to the Company a copy of any

executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letters

within two Business Days of execution of any such amendment, supplement, replacement, substitution, termination, modification or waiver.

Parent shall not permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification

or waiver of any provision or remedy under, the Equity Commitment Letter, other than to increase the amount of Equity Financing available

thereunder.

(c)

In the event that any portion of the Debt Financing necessary for Parent to consummate the Closing becomes unavailable on

the terms and conditions contemplated by the Debt Commitment Letters (including the flex provisions), (i) Parent shall promptly notify

the Company and (ii) Parent and LLC Merger Sub shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly

as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”)

on terms that (1) taken as whole, are not more materially adverse to Parent and LLC Merger Sub than the existing Debt Commitment Letters

(including after giving effect to the market flex provisions), (2) do not impose new or additional conditions precedent or adversely expand

upon the conditions precedent to the Debt Financing set forth in the existing Debt Commitment Letters, (3) do not reduce the aggregate

amount of available Debt Financing, to less than the amount required to consummate the transactions contemplated by this Agreement (taking

into account amounts to be provided pursuant to the Equity Financing), (4) do not require funding of any equity financing other than the

Equity Financing, (5) do not require Parent and LLC Merger Sub to pay any fees or interest rates in excess of those contemplated by the Financing Commitment

Letters (after giving effect to any “market flex”) in connection with the Financing and (6) would not otherwise reasonably

be expected to materially delay or prevent Closing, and (B) provide the Company with a copy of the new financing commitment that provides

for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including

any related fee letter, which may be redacted in a manner consistent with ‎Section 5.07, as each of the foregoing

may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance

with ‎Section 8.09(c), the “Alternative Financing Commitment Letter”) within two Business

Days after entry therein.

(d)

For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to

Parent, LLC Merger Sub or Merger Sub, as applicable, that speak as of the date hereof or another specified date), references to the “Equity

Commitment Letter,” “Debt Commitment Letters” and the “Financing Commitment Letters” shall include any such

document as permitted or required by this ‎Section 8.10 to be amended, supplemented, replaced, substituted,

terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination

or other modification or waiver and, for the avoidance of doubt, references to “Equity Financing,” “Debt Financing”

and “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing

provided for thereunder.

(e)

Parent and Merger Sub shall take all actions that are necessary, proper or advisable to obtain the Equity Financing contemplated

by the Equity Commitment Letter, including taking all actions that are necessary, proper or advisable to (i) maintain in effect the Equity

Commitment Letter, (ii) satisfy on timely basis all conditions applicable to Parent and Merger Sub set forth in the Equity Commitment

Letter that are within their control and (iii) consummate the Equity Financing contemplated by the Equity Commitment Letter at or prior

to the Closing (if and to the extent required by ‎Section 11.13). Parent shall not amend, supplement or otherwise

modify or waive its rights under the Equity Commitment Letter if such amendment, supplement, modification or waiver would (A) impose new

or additional conditions precedent or expand upon the conditions precedent to the Equity Financing as set forth in the existing Equity

Commitment Letter, (B) reduce the aggregate amount of available Equity Financing to less than the amount that is required to consummate

the transactions contemplated by this Agreement or (C) otherwise reasonably be expected to materially delay or prevent the Closing. Parent

shall furnish to the Company a copy of any executed written amendment, restatement, replacement, supplement, modification, waiver or consent

of or relating to the Equity Commitment Letter promptly upon (but in any event within two Business Days following) execution of any such

amendment, restatement, replacement, supplement, modification, waiver or consent.

Section 8.11

Company Financing Cooperation.

(a)

The Company shall use its commercially reasonable efforts to, and shall cause its Subsidiaries and its and their respective

Representatives to use their commercially reasonable efforts to (except with respect to clauses (a)(v) and (a)(vii) for which the Company

shall use reasonable best efforts and cause its Subsidiaries and its and their respective Representatives to use their reasonable best

efforts), provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent that

is necessary and customary for financings of the type contemplated in connection

with the arrangement of the Debt Financing contemplated by the Debt Commitment Letter (including with respect to any “market flex”

to the extent exercised, any debt securities being issued as part of or in lieu of all or a portion of the Debt Financing or any Alternative

Financing), including:

(i)

participating in a reasonable number of meetings, due diligence sessions, presentations, “road shows” and sessions

with prospective financing sources, investors and ratings agencies, in each case on reasonable advance notice, including direct contact

between appropriate members of senior management of the Company, on the one hand, and the actual and potential Debt Financing Sources

Related Parties, on the other hand;

(ii)

reasonably cooperating with the marketing efforts of Parent and the Debt Financing Sources Related Parties, in each case

in connection with the Debt Financing, including any debt securities being issued as part of or in lieu of all or a portion of the Debt

Financing;

(iii)

assisting with the preparation of materials for lender and investor presentations, rating agency presentations, preliminary

and final offering memoranda in connection with any offerings of debt securities, private placement memoranda, bank information memoranda

(including a bank information memorandum that does not include material non-public information), marketing materials and other similar

documents and providing financial information and other materials, including customary historical financial statements and other financial,

business and operating information concerning the Company and its Subsidiaries and information reasonably necessary for Parent to prepare

customary pro forma financial information, if required, in each case of the type customarily included in an offering memorandum for a

Rule144A-for-life offering of debt securities, reasonably requested by Parent in connection with the Debt Financing, including any debt

securities being issued as part of or in lieu of all or a portion of the Debt Financing, including (A) executing customary authorization

letters in connection with the distribution of such materials and financial projections, (B) providing cooperation with the due diligence

efforts of the Debt Financing Sources and (C) providing financial information, customary revenue, EBITDA and total assets with respect

to entities that are guarantors and those that are not guarantors, customary “flash” or “recent development” financial

information (which may be provided in a reasonable range or estimate) and customary assistance with the preparation of a “MD&A”

as may be reasonably requested by Parent to the extent such information is of the type and form customarily included in an offering memorandum

for any debt securities being issued as part of or in lieu of all or a portion of the Debt Financing; provided that in connection with

the foregoing, the Company shall not be obligated to furnish any Excluded Information.

(iv)

taking corporate actions reasonably requested by Parent to permit the consummation of the Debt Financing;

(v)

furnishing, at least four (4) Business Days prior to the Closing, such documentation and information as is requested in

writing by the Parent at least nine (9) Business Days prior to the Closing to the extent required under applicable “know your customer”

and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, in

order to satisfy the conditions set forth in the Conditions Exhibit in the Debt Commitment Letter;

(vi)

executing and delivering any credit agreements, pledge and security documents, other definitive financing documents or other

requested certificates or documents and (y) facilitating the obtaining of guarantees and pledging of collateral and other matters ancillary

to the Debt Financing, as may be reasonably requested by Parent (provided that any obligations contained in such documents shall be effective

no earlier than as of the Closing);

(vii)

furnishing Parent and the Debt Financing Sources with the Required Information; provided that in connection with

the foregoing, the Company shall not be obligated to furnish any Excluded Information;

(viii)

cooperating with, and taking all actions required or otherwise reasonably requested by Parent in order to facilitate the

termination and payoff of the indebtedness under the Company Credit Agreement at Closing upon or simultaneously with the funding of the

Debt Financing (including, upon such funding, (w) the repayment in full of all obligations then, (x) the release of all encumbrances,

security interests and collateral, (y) the termination of all guaranties and the agreements evidencing subordination in connection therewith

and (z) the termination or replacement of all letters of credit outstanding thereunder, in each case at the Closing), and arranging for

delivery at least one Business Day prior to the Closing to Parent of Payoff Letters, lien terminations and other instruments of discharge,

in each case, in form and substance reasonably satisfactory to Parent, from the administrative agent, trustees or other similar agents

under the Company Credit Agreement; and

(ix)

causing PricewaterhouseCoopers LLP (and any other auditor to the extent financial statements audited or reviewed by such

auditor are or would be included in an offering memorandum related to the issuance of any debt securities) to (A) furnish to Parent and

the Debt Financing Sources, consistent with customary practice, customary comfort letters (including “negative assurance”

comfort, negative assurances comfort over pro forma financial statements and change period comfort) and consents and deliver such comfort

letters upon the “pricing” and “closing” of any such high-yield bonds, with respect to financial information relating

to the Company, as reasonably requested by Parent and the Debt Financing Sources, as necessary and customary for any high-yield bonds

being issued as part of or in lieu of all or a portion of the Debt Financing and (B) attend a reasonable number of accounting due diligence

sessions and drafting sessions.

(b)

Notwithstanding the foregoing, nothing in this ‎Section 8.11 shall require the Company or any

of its Subsidiaries to:

(i)

take any action in respect of the Debt Financing to the extent that such action would cause any condition to Closing set

forth in ‎Article 9 to fail to be satisfied by the End Date or otherwise result in a breach of this

Agreement by the Company;

(ii)

take any action in respect of the Debt Financing that would conflict with or violate the Company’s or any of its

Subsidiary’s Organizational Documents or any Applicable Law (including, for the avoidance of doubt, the Organizational Documents

of OpCo LLC), or result in the contravention of, or violation of breach of, or default under, any Contract to which the Company or any

of its Subsidiaries is a party;

(iii)

except as expressly provided in clauses ‎(a)‎(v) and (a)‎(vii)

above, take any action to the extent such action would (A) unreasonably interfere with the business or operations of the Company or its

Subsidiaries or (B) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement

are not consummated;

(iv)

execute and deliver any letter, agreement, document or certificate in connection with the Debt Financing (other (x) than

the customary authorization letters described in clause ‎(a)‎(iii) above or any representation

letter or similar document required in connection with the provision of the comfort letters described in clause ‎(a)‎(ix)

above or (y) any officer certificate required in connection with the delivery of the Note Redemption Documents) or take any corporate

action that is not contingent on, or that would be effective prior to, the occurrence of the Closing;

(v)

pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to or cause or permit

any Lien to be placed on any of their respective assets in connection with the Debt Financing prior to the Closing Date (except the authorization

letters contemplated by clause (a)(iii) above);

(vi)

issue any bank information memoranda, lender presentations, offering memoranda, or similar documents including disclosure

and financial statements (A) with respect to the business that reflects the Company or its Subsidiaries (other than, after the Closing,

the Surviving Corporation) as the obligor(s) or (B) in the name of the Company, its Subsidiaries or the Surviving Corporation;

(vii)

provide access to or disclose information where the Company determines that such access or disclosure would reasonably be

expected to jeopardize the attorney-client privilege or contravene any Applicable Law or Contract;

(viii)

subject any of the Company’s or its Subsidiaries, respective directors, managers, officers or employees to any actual

or potential personal liability;

(ix)

cause the directors and managers of the Company and OpCo LLC and their respective Subsidiaries to adopt resolutions approving

the agreements, documents and instruments pursuant to which the Financing is obtained and such resolutions are contingent upon the occurrence

of, or only effective as of, the Closing (except for those directors and managers that are continuing as directors or managers of the

Company or OpCo LLC or such Subsidiary);

(x)

waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is party; or

(xi)

take any action that would subject it to actual or potential liability, to bear any cost or expense or to make any other

payment or agree to provide any indemnity in connection with the Financing Commitment Letters, the definitive documents related to the

Financing, the Financing or any information utilized in connection therewith (except the authorization letters contemplated by clause

(a)(iii) above).

(c)

Parent shall promptly, upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket

costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with

the cooperation of the Company and its Subsidiaries contemplated by this ‎Section 8.11 and shall indemnify

and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims,

costs or expenses actually suffered or incurred by any of them of any type in connection with the arrangement of any Debt Financing and

any information used in connection therewith, in each case other than to the extent arising from any material inaccuracy of any financial

statements delivered by the Company or the fraud, bad faith or willful misconduct of the Company, its Subsidiaries or any of its or their

Representatives (all such losses, damages, claims, costs or expenses, “Financing Costs”); provided that Parent’s

reimbursement obligation with respect to Financing Costs pursuant to this Section 8.11(c) shall not exceed $250,000 in the aggregate

(the “Reimbursement Cap”).

(d)

The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s and its Subsidiaries’

logos in connection with the Debt Financing; provided that such logos are used in a manner that is not intended to or reasonably

likely to harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill.

(e)

All material non-public information provided by the Company or any of its Subsidiaries or any of their Representatives pursuant

to this ‎Section 8.11 shall be kept confidential in accordance with the Confidentiality Agreement, except that

Parent and Merger Sub shall be permitted to disclose such information to the financing sources, other potential sources of capital, rating

agencies and prospective lenders (but with respect to prospective investors in any debt securities offering, only to the extent necessary

to ensure any related offering document would not (x) include any misstatement of a material fact or (y) omit to state any material fact

necessary to make the statements therein, in light of the circumstances under which they were made, not misleading) in accordance with

the terms of the Debt Commitment Letter, subject only to customary exceptions in no event more extensive than those set forth in the confidentiality

provisions of the Debt Commitment Letter during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative

financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary

confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in

confidential information memoranda for senior credit facilities).

(f)

Parent and Merger Subs acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations

to perform their respective agreements hereunder, including to consummate the Closing subject to the terms and conditions hereof, are

not conditioned on obtaining of the Debt Financing or any alternative Debt Financing or on the performance of any party to any Debt Commitment

Letter.

(g)

Notwithstanding anything to the contrary in this Agreement, for all purposes of this Agreement (including the condition

set forth in ‎Section 9.02 as it applies to the Company’s obligations under this ‎Section

8.11), the Company’s obligations under this ‎Section 8.11 shall be deemed satisfied unless (i) the

Company has willfully and materially breached its obligations under this ‎Section 8.11, (ii) Parent has notified

the Company of such willful and material breach in writing a reasonably sufficient amount of time prior to the Closing to afford the Company

with a reasonable opportunity to cure such material breach and (iii) such willful and material breach was a proximate cause of Parent’s

failure to receive any material portion of the proceeds of the Debt Financing.

(h)

Parent and the Company agree that, if in connection with Parent’s (i) amendment, supplement, replacement, substitution,

modification or waiver of any Debt Commitment Letter not prohibited by ‎Section 8.10 or (ii) execution of an

Alternative Financing Commitment Letter or Alternative Financing, the scope of the assistance required under this ‎Section

8.11 as compared to the assistance that would be required or expected to be required in connection with the Debt Commitment Letter

in effect on the date of this Agreement and the related Debt Financing is changed or expanded, the Company shall be deemed to have complied

with this ‎Section 8.11 for purposes of ‎Article 10 of this Agreement if the Company

has provided Parent with the assistance that would otherwise be required under this ‎Section 8.11 with respect

to the Debt Commitment Letter in effect on the date of this Agreement and the related Debt Financing (but applied to the financing contemplated

by such amended, supplemented, replaced, substituted, modified or waived Debt Commitment Letter or such Alternative Financing, as applicable),

in each case without giving effect to any such amendment, supplement, replacement, substitution, modification or waiver or Alternative

Financing Commitment Letter or Alternative Financing, as applicable, to the extent that it provides for such additional or different requirements.

(i)

Notwithstanding anything to the contrary in this Agreement, any debt securities undertaken in connection with the financing

of the transactions contemplated by this Agreement shall be deemed to constitute part of the Debt Financing or Alternative Financing,

as applicable, and, in each case, part of the Financing for all purposes of this Agreement, including Section 5.07, Section 8.10 and this

Section 8.11, and the representations, covenants, restrictions, limitations, notice obligations and other provisions of this Agreement

applicable to such Debt Financing or Alternative Financing shall apply mutatis mutandis to such debt securities and the related documentation

and arrangements relating thereto.

Section 8.12

Credit Agreement. The Company and its Subsidiaries shall

use its reasonable best efforts to deliver, or cause to be delivered to Parent, at least two Business Days prior to the Closing Date,

an executed payoff letter, in customary form with respect to the Company Credit Agreement (the “Payoff Letter”) from

the applicable agent on behalf of the Persons to whom such indebtedness is owed, which Payoff Letter shall set forth the amount required

to effectuate the repayment in full on the Closing Date of all obligations thereunder (the “Payoff Amount”), the instructions

for payment of the same to discharge such obligations and, if such indebtedness is secured by any Lien or other security interest, all

Lien terminations and instruments of discharge releasing and terminating such Lien or security interest, as applicable, upon the receipt

of the Payoff Amount. At or prior to the Effective Time, Parent will repay on behalf of the Company and its Subsidiaries the Payoff Amount

in the manner set forth in the Payoff Letter.

Section 8.13

Company Indenture. Prior to the Closing Date, the Company

and its Subsidiaries shall, upon Parent’s request, (i) issue or cause to be issued one or more notices of optional redemption or

similar notices (each of which shall provide that the redemption of the notes shall be contingent upon the Closing) in respect of the

then-outstanding notes under the Company Indenture pursuant to the requisite provisions of the Company Indenture and (ii) take such other

actions as it determines to be necessary or advisable (or that Parent reasonably requests) to facilitate redemption of such notes at

the Closing, including, but not limited to, the delivery, taking or making of all required documents, actions or payments (other than

the deposit of funds in accordance with this paragraph) under the Company Indenture to effect the redemption of the notes under the Company

Indenture and/or the satisfaction and discharge or defeasance of the Company Indenture pursuant to the requisite provisions of the Company

Indenture, provided that, in no event shall this Section 8.13 require the Company or any of its Subsidiaries to cause any redemption

or termination of the notes or the Company Indenture prior to the occurrence of the Closing (or, if the redemption cannot be effected

on the Closing Date in compliance with the Company Indenture, then the earliest date possible after the Closing Date in compliance with

the Company Indenture (such notice and redemption documents, the “Note Redemption Documents”)). At the Closing, Parent

shall deposit (or shall cause to be deposited) with the trustee under the Company Indenture the amount of funds required to effect such

redemption. The Company shall further deliver to Parent such trustee’s acknowledgement of satisfaction and discharge or defeasance

and release of any liens securing the Company Indenture, in each case in a form and substance reasonably satisfactory to Parent, and

each executed by or on behalf of the holders of the then outstanding notes under the Company Indenture by such trustee or agent therefor.

Any Note Redemption Documents delivered pursuant to this Section 8.13 and other related documents prepared by or on behalf of

the Company in connection therewith shall be subject to the prior review of, and opportunity for comment by, Parent and its counsel,

and the Company shall consider in good faith any comments provided by Parent or its counsel. Notwithstanding the foregoing, neither the

Company nor any of its Subsidiaries shall be required pursuant to this Section 8.13 to execute and deliver any document or instrument

(or cause any document or instrument to be executed or delivered) not conditioned on or delivered substantially concurrently with the

occurrence of the Closing.

Section 8.14

Stock Exchange De-listing. Prior to the Effective Time,

each of the Company and Parent shall cooperate with each other and use its commercially reasonable efforts to take, or cause to be taken,

all actions, and do or cause to be done all things reasonably necessary on its part under Applicable Law and rules and policies of NASDAQ

to enable the de-listing by the Surviving Corporation of the Class A Shares from NASDAQ and the deregistration of the Class A Shares under

the 1934 Act as promptly as reasonably practicable after the Effective Time.

Section 8.15

Resignations. In furtherance, and not in limitation, of

Section 3.03, at the written request of Parent, the Company shall use its reasonable best efforts to cause each director or officer of

the Company or any director or officer of any of the Company’s Subsidiaries to resign in such capacity, with such resignations to

be effective as of immediately prior to the Effective Time.

Section 8.16 Formation

of Seller LLC, Seller Intermediate and Seller Merger Sub. Immediately prior to the Effective Time, OpCo LLC shall form Seller

LLC, a new, wholly owned Delaware limited liability company, and shall cause Seller LLC to form Seller Intermediate, a new, wholly owned Delaware limited liability company,

and Seller Intermediate to form Seller Merger Sub, a new, wholly owned Delaware limited liability company, and shall, and the Company

shall, and shall cause OpCo LLC, Seller LLC, Seller Intermediate and Second Merger Sub, to (a) adopt resolutions (i) determining that

this Agreement and the transactions contemplated hereby, including the Second LLC Merger, are advisable, fair to, and in the best interests

of, OpCo LLC and its members and Seller Merger Sub and its members, (ii) determine, in the case of OpCo LLC, that this Agreement and the

transactions contemplated hereby do not (A) disadvantage the members of OpCo LLC or their interests relative to the stockholders of the

Company, (B) advantage the stockholders of the Company relative to the members of OpCo LLC or (C) treat the members of OpCo LLC and the

stockholders of the Company differently, in each case, in accordance with Section 7.04 of the OpCo LLC Agreement, and (iii) approve, adopt,

and declare advisable this Agreement and the transactions contemplated hereby, including the Second LLC Merger, and performance of the

transactions contemplated hereby, and (b) duly execute and deliver a joinder pursuant to which each of Seller LLC, Seller Intermediate

and Second Merger Sub agree to be parties for purposes of this Agreement and to perform their obligations in respect of the Second LLC

Merger (the “Joinder”). The Organizational Documents of Seller LLC, Seller Intermediate and Seller Merger

Sub shall be in the form provided to OpCo LLC by Parent prior to the Closing.

Section 8.17

Rollover Agreements. Upon Parent’s written consent, the Company shall enforce the terms of any Rollover Agreement

to which Parent is not a party. The Company shall not agree to the amendment, modification or waiver of any terms of any Rollover

Agreement that Parent is not a party without the prior written consent of Parent. Immediately following the execution of this Agreement,

the Company will provide to Parent true and correct copies of all Rollover Agreement to which Parent is not a party. Upon execution

of any Rollover Agreement to which Parent is not a party, the Company shall promptly provide a true and correct copy of such Rollover

Agreement to Parent.

Section 8.18

Tax Matters.

(a)

All Transfer Taxes shall be borne and paid by Parent.

(b)

Parent shall prepare, or cause to be prepared, each Pre-Closing Flow-Through Tax Return required to be filed after the Closing

with respect to OpCo LLC, and each material Pre-Closing Flow-Through Tax Return required to be filed after the Closing with respect to

each of the Subsidiaries of OpCo LLC (such Tax Returns, the “Parent-Filed Tax Returns”), in a manner consistent with

past practice, except to the extent otherwise required by Applicable Law at a “more likely than not” or higher threshold of

confidence or this Agreement. To the extent applicable and to the extent permissible under Section 706 of the Code, all items of income,

gain, loss, deduction and credit allocable to OpCo LLC Units held by the Legacy Unitholders immediately prior to the Closing Exchanges

shall be allocated between the Legacy Unitholders and the Company or Parent, as applicable, based on an interim closing of the books on

the Closing Date pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder. Parent shall provide to the

Securityholder Representative a draft of any Parent-Filed Tax Return (together with schedules, statements and, to the extent reasonably

requested by the Securityholder Representative, supporting documentation) at least 30 days prior to the due date (taking into account

any applicable extensions) of such return and shall incorporate all reasonable comments provided by the Securityholder Representative at least 15 days

prior to the due date. Parent shall not, and shall cause its Subsidiaries (including, after the Closing, OpCo LLC) not to, file or amend

any Pre-Closing Flow-Through Tax Return with respect to OpCo LLC or any of its Subsidiaries without the prior written consent of the Securityholder

Representative (such consent not to be unreasonably withheld, conditioned or delayed) to the extent such action would reasonably be expected

to result in an increase in the cash Tax liability of Legacy Unitholders.

(c)

After the Closing, the Securityholder Representative shall, at the sole cost of the Legacy Unitholders, be entitled to participate

in any audit, examination, contest, litigation or other proceeding relating to Pre-Closing Flow-Through Tax Returns (each, a “Pre-Closing

Flow-Through Contest”) with respect to OpCo LLC or any of its Subsidiaries, and none of Parent, Company, OpCo LLC or any of

their Affiliates shall settle or compromise any such proceeding without the prior written consent of the Securityholder Representative

(such consent not to be unreasonably withheld, conditioned or delayed); provided that the Securityholder Representative shall only have

a consent right over the settlement or compromise of any such proceeding to the extent such settlement or compromise would reasonably

be expected to result in an increase in the cash Tax liability of Legacy Unitholders.

(d)

The parties and the Securityholder Representative shall cooperate as and to the extent reasonably requested by any other

party or the Securityholder Representative in connection with the filing of any Tax Returns described in ‎Section

8.18(b) or any Action with respect to the Taxes or Tax Returns of OpCo LLC or any of its Subsidiaries described in ‎Section

8.18(c). Such cooperation shall include the retention and (upon the other party’s or the Securityholder Representative’s

request) the provision of records and information that are reasonably relevant to any such Tax Return or Action and making employees available

on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(e)

Notwithstanding anything to the contrary in this Agreement, the parties and Securityholder Representative agree and acknowledge

that an election under Section 754 of the Code (and any analogous provisions of state or local income tax law) shall be in effect or otherwise

made with respect to OpCo LLC and any of its Subsidiaries treated as partnerships for U.S. federal income tax purposes for the taxable

period including the transactions contemplated by this Agreement.

(f)

For U.S. federal (and applicable state and local) income tax purposes, (i) the Closing Exchanges shall be treated as taxable

sales or exchanges governed by Sections 1001 and 741 of the Code, and (ii) (A) the exchange of an OpCo LLC Unit for the Merger Consideration

that is funded by the Debt Financing shall be treated as a distribution governed by Section 731 of the Code, (B) the receipt by Parent

or the Company of any additional OpCo LLC Units or other interests in OpCo LLC in respect of the portion of the Equity Financing, if any,

contributed or deemed contributed to OpCo LLC, and the exchange of an OpCo LLC Unit for the Merger Consideration that is funded by such

Equity Financing, if any, shall be treated as a sale of such OpCo Units governed by Sections 707(a)(2)(B), 1001 and 741 of

the Code, and (C) the Merger Consideration that is funded by the Debt Financing is intended to be treated as used as described above pursuant

to Temp. Reg. 1.163-8T (the treatment described in clauses (ii)(A) and (C), the “Intended Section 731 Tax Treatment”).

The parties hereto agree to file all Tax Returns consistent with this ‎Section

8.18(f) unless otherwise required by Applicable Law or by a final “determination” within the meaning of Section 1313 of

the Code.

(g)

At or prior to the Closing, (i) the Company shall deliver to Parent and Merger Sub a certificate and IRS notice in form

and substance required under Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c) stating that the Company is not and has not been

during the relevant period a “United States real property holding corporation” within the meaning of Section 897(c)(2) of

the Code, and (ii) the Company shall, and shall cause its Subsidiaries to, cooperate (A) in causing each holder of equity interests in

OpCo LLC (other than the Company and its wholly owned Subsidiaries) that is a “United States person” within the meaning of

Section 7701(a)(30) of the Code to deliver a properly completed and duly executed IRS Form W-9 or any other non-foreign affidavit, dated

as of the Closing Date in form and substance required by Sections 1445 and 1446 of the Code and the Treasury Regulations thereunder and

(B) in preparing any forms or certificates required under Treasury Regulations Section 1.1446(f)-2 with respect to any holder of equity

interests in OpCo LLC (other than the Company and its wholly owned Subsidiaries) that is not a “United States person” within

the meaning of Section 7701(a)(30) of the Code, but only to the extent any such forms or certificates are legally able to be provided.

The Company shall, and shall cause its Subsidiaries to, cooperate with Parent in connection with the computation and verification of any

amounts required to be withheld under Section 1446(f) of the Code with respect to the transactions contemplated by this Agreement, including

any “amount realized” as determined under Section 1446(f) of the Code (including, without limitation, by providing a certification

as described in Treasury Regulations Section 1.1446(f)-2(c)(2)(ii)(C)). Notwithstanding anything to the contrary in this Agreement, (1)

a breach of the obligations of the Company under this ‎Section 8.18(g) will not be taken into account for purposes

of determining whether any conditions set forth in ‎Article 9 have been satisfied and (2) Parent’s and

Merger Subs’ sole recourse in the event of the breach of the obligations of the Company under this ‎Section

8.18(g) will be to deduct or withhold, or cause to be deducted or withheld, from any amounts otherwise payable pursuant to this Agreement

as provided in ‎Section 2.09.

(h)

Notwithstanding anything to the contrary in this Agreement, the parties and Securityholder Representative agree and acknowledge

that no “push out” election described in Section 6226(a) of the Code (and any corresponding or similar election under state,

local or non U.S. law) shall be made by OpCo LLC or any of its Subsidiaries treated as a partnership for U.S. federal (or applicable state,

or local or non U.S) income tax purposes for any Pre-Closing Tax Period.

Section 8.19

Pre-Closing Tax Cooperation. Prior to the Closing, the Parties and the Securityholder Representative agree to cooperate

in good faith to consider (i) alternative structures for the payment of the Final TRA Payments in a tax-efficient manner, and (ii) alternative

structures and/or tax positions (including the manner in which the Debt Financing is allocated to the holders of Retained Units under

Section 752 of the Code) to maximize, to the extent determined to be desirable, the tax benefit of the Intended Section 731 Tax Treatment

to the holders of such Retained Units, it being understood and agreed that no Party shall be under any obligation to agree to any alternative

structure. If the Parties and the Securityholder Representative each agree to any such alternative structure(s) or tax positions, (i)

Parent, the Company, OpCo LLC and Securityholder Representative shall cause this Agreement, the TRA Amendment and the other transaction

documentation contemplated hereby, as applicable, to be amended or drafted, as applicable so as to reflect and implement such alternative structure

or tax positions, and (ii) the Parties and the Securityholder Representative agree to take such other actions as may be reasonably necessary

or appropriate to implement such alternative structure or tax positions.

Article

CONDITIONS TO THE MERGERS

Section 9.01

Conditions to the Obligations of Each Party. The obligations

of the Company, OpCo LLC, Parent and Merger Sub to consummate the Initial Mergers are subject to the satisfaction or waiver (by Parent

and the Company in writing) of the following conditions:

(a)

no Order (whether temporary, preliminary or permanent) or Applicable Law has been enacted, issued, promulgated, entered

or enforced by any Governmental Authority of competent jurisdiction prohibiting, making illegal or enjoining the consummation of the Merger

remains in effect;

(b)

the adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the Requisite Company

Vote shall have been obtained; and

(c)

any applicable waiting period (including any extension thereof) under the HSR Act relating to the transactions contemplated

hereby shall have expired or been terminated and each consent, approval, waiver, clearance, authorization or permission of a Governmental

Authority set forth on ‎Section 9.01(c) of the Company Disclosure Schedule shall have been made, obtained or received (or,

as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Section 9.02

Conditions to the Obligations of Parent and Merger Subs.

The obligations of Parent and Merger Subs to consummate the Merger and the LLC Merger are subject to the satisfaction or waiver (by Parent

in writing) of the following conditions:

(a)

the Company and OpCo LLC shall have performed and complied in all respects with ‎Section 8.11 (subject

to ‎Section 8.11(g)) and performed and complied with in all material respects each of its obligations, covenants

and agreements under this Agreement required to be performed or complied with by it at or prior to the Effective Time;

(b)

(i) the representations and warranties of the Company set forth in ‎Section 4.01(a)(i) (Corporate

Existence and Power), ‎Section 4.02 (Corporate Authorization), clause (a) of ‎Section

4.04 (Non-contravention) (solely to the extent related to the Organizational Documents of the Company and OpCo LLC), ‎Section

4.05 (Capitalization) (other than the first two sentences and the last sentence of ‎Section 4.05(a)),

‎Section 4.25 (Finders’ Fees) and ‎Section 4.27 (Antitakeover Statutes) (A)

that are qualified by materiality or Company Material Adverse Effect shall be true and correct in all respects at and as of the Effective

Time as though made on and as of the Effective Time (except representations and warranties that by their terms speak specifically as of

another date, in which case as of such date) and (B) that are not qualified by materiality or Company Material Adverse Effect shall be

true and correct in all material respects as of the Effective Time as though made on and as of the Effective Time (except to the extent

any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), (ii) the

representations and warranties of the Company set forth in the first two sentences of ‎Section 4.05(a) (Capitalization)

shall be true and correct at and as of the Effective Time as if made at such time (other than representations and warranties that by their

terms address matters only as of another specific time, which shall be so true only as of such time), except for de minimis inaccuracies,

(iii) the representations and warranties of the Company contained in ‎Section 4.10(b) (Absence of Certain

Changes) shall be true and correct in all respects as of the Effective Time as if made at and as of the Effective Time and (iv) the

representations and warranties of the Company set forth in this Agreement (other than those referred to in the preceding clauses (i)

through (iii)) shall be true and correct at and as of the Effective Time as if made as of the Effective Time (except to the extent

any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where

the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or

in the aggregate, a Company Material Adverse Effect, disregarding for this purpose all “Company Material Adverse Effect”,

“materiality” or similar qualifications contained in such representations and warranties;

(c)

since the date of this Agreement, no Company Material Adverse Effect shall have occurred; and

(d)

the Company shall have delivered to Parent a certificate signed by an executive officer of the Company dated as of the Closing

certifying that the conditions specified in ‎Section 9.02(a), ‎Section 9.02(b) and

‎Section 9.02(c) have been satisfied.

Section 9.03

Conditions to the Obligations of the Company and OpCo LLC.

The obligations of the Company and OpCo LLC to consummate the Merger and the LLC Merger are subject to the satisfaction or waiver (by

the Company in writing) of the following conditions:

(a)

Parent and Merger Subs shall have performed and complied with in all material respects each of their obligations, covenants

and agreements under this Agreement required to be performed or complied with by it at or prior to the Effective Time;

(b)

the representations and warranties of Parent set forth in the Agreement shall be true and correct at and as of the Effective

Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such

date or period), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect, disregarding for this purpose all “Parent Material

Adverse Effect” and “materiality” or similar qualifications contained in such representations and warranties; and

(c)

Parent shall have delivered to the Company a certificate signed by an executive officer of Parent dated as of the Closing

certifying that the conditions specified in ‎Section 9.03(a) and ‎Section 9.03(b)

have been satisfied.

Article

TERMINATION

Section 10.01 Termination.

This Agreement may be terminated and the Merger and the LLC Merger may be abandoned at any time prior to the Effective Time:

(a)

by mutual written agreement of the Company and Parent;

(b)

by either the Company or Parent, if:

(i)

the Effective Time has not occurred on or before 11:59 p.m. Eastern Time on June 14, 2027 (the “Initial End Date”);

provided that if on the Initial End Date the conditions set forth in Section 9.01(a) or ‎Section 9.01(c)

shall not be satisfied but all other conditions to the Closing in ‎Article 9 (other than conditions

that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of such

conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of

such conditions, as applicable, then the Initial End Date shall automatically be extended to 11:59 p.m. Eastern Time on September 14,

2027 (such date or such later date as agreed to by the parties, the “End Date”); provided, further, that

the right to terminate this Agreement pursuant to this ‎Section 10.01(b)(i) shall not be available to

any party that has failed to comply with any provision of this Agreement and such failure has primarily caused or primarily resulted in

the failure of the Merger to be consummated by the End Date;

(ii)

any Governmental Authority of competent jurisdiction shall have issued any Order that (A) prohibits or makes illegal consummation

of the Merger or (B) permanently enjoins Parent or Merger Sub from consummating the Merger, and, with respect to any Order for purposes

of clause (A) or (B), such Order shall have become final and nonappealable; provided that the right to terminate

this Agreement pursuant to this Section 10.01(b)(ii) shall not be available to any party that has failed to comply with any provision

of this Agreement and such failure has primarily caused or primarily resulted in the issuance of such Order;

(iii)

at the Company Meeting (including any adjournment or postponement thereof) at which a vote on the adoption of this Agreement

was taken, the Requisite Company Vote shall not have been obtained; or

(c)

by Parent, if, prior to the Effective Time:

(i)

prior to the time the Requisite Company Vote is obtained, an Adverse Recommendation Change shall have occurred;

(ii) a

breach of or inaccuracy of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of

the Company or OpCo LLC set forth in this Agreement shall have occurred that would cause the conditions set forth in ‎Section

9.02(a) or ‎Section 9.02(b) not to be satisfied and such breach or failure is incapable of

being cured by the End Date or, if curable by the End Date, is not cured by the Company within 30 days after receipt by the Company

of written notice of such breach or failure (without giving effect to any extension of the End Date); provided that, at the

time of the delivery of such notice or thereafter, Parent or each Merger Sub shall not be in material breach of its or their

obligations, covenants or agreements under this Agreement and there shall not be any inaccuracy of Parent’s and the Merger

Subs’ representations, warranties, covenants or agreements so as to cause

any of the conditions set forth in ‎Section 9.01 or ‎Section 9.03

not to be satisfied; or

(d)

by the Company, if, prior to the Effective Time:

(i)

prior to receipt of the Requisite Company Vote, the Board of Directors authorizes (acting upon the recommendation of the

Special Committee) the Company to enter into a binding written definitive acquisition agreement providing for the consummation of a Superior

Proposal; provided that (A) the Company and the Board of Directors (and the Special Committee, to the extent applicable) shall

have complied in all material respects with ‎Section 6.03 with respect to such Superior Proposal and

contemplated termination and (B) the Company shall have paid the Company Termination Fee immediately before or simultaneously with and

as a condition to such termination;

(ii)

a breach of or inaccuracy of any representation or warranty or failure to perform any obligation, covenant or agreement

on the part of Parent or Merger Subs set forth in this Agreement shall have occurred that would cause the conditions set forth in ‎Section

9.03(a) or ‎Section 9.03(b) not to be satisfied and such breach or failure is incapable of being

cured by the End Date or, if curable by the End Date, is not cured by Parent or Merger Subs within 30 days after receipt by Parent of

written notice of such breach or failure (without giving effect to any extension of the End Date); provided that, at the time of

the delivery of such notice or thereafter, the Company and OpCo LLC shall not be in material breach of their obligations, covenants or

agreements under this Agreement and there shall not be any inaccuracy of the Company’s representations, warranties, covenants or

agreements under this Agreement so as to cause any of the conditions set forth in ‎Section 9.01 or ‎Section

9.02 not to be satisfied; or

(iii)

(A) if all of the conditions set forth in ‎Section 9.01 and ‎Section 9.02 have been satisfied

(other than those conditions which by their terms or nature are to be satisfied at the Closing (assuming the satisfaction of those conditions

at such time if Closing were to occur at such time)), (B) the Company has irrevocably notified Parent in writing three (3) Business Days

prior to such termination that (I) it is ready, willing and able to consummate the Merger from the date the Closing should have occurred

pursuant to Section 2.02 through any such termination, (II) all conditions set forth in ‎Section 9.03 have been satisfied

(other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the

Closing) or that it is irrevocably waiving any unsatisfied conditions set forth in ‎Section 9.03 and (III) the Company may

terminate this Agreement pursuant to this Section 10.01(d)(iii) if Parent and Merger Sub fail to consummate the Merger on the date

required pursuant to Section 2.03; and (C) Parent and Merger Sub have failed to consummate the Merger on the date by which the

Closing is required to have occurred pursuant to Section 2.03.

The party desiring to terminate this Agreement

pursuant to this ‎Section 10.01 (other than pursuant to ‎Section 10.01(a)) shall give written notice of such

termination to the other party specifying the provision of ‎Section 10.01 pursuant to which this Agreement is being terminated.

Section 10.02

Effect of Termination. If this Agreement is terminated pursuant to ‎Section 10.01, this Agreement shall become

void and of no effect without liability of any party to the other parties hereto (or any stockholder, director, officer, employee, agent,

consultant or representative of such party); provided that, subject to ‎Section 11.04(d) in all respects, no party

shall be relieved of liability to the extent such termination shall result from the fraud or any Willful Breach of this Agreement by

such party prior to termination, and in each such case, such party shall be fully liable for any and all liabilities and damages that

were incurred or suffered by the other parties as a result of such fraud or Willful Breach (which the parties acknowledge and agree shall,

in the event of Parent’s or Merger Sub’s breach of this Agreement, not be limited to reimbursement of expenses or out-of-pocket

costs, and may include to the extent proven the benefit of the bargain lost by the Company’s and OpCo LLC’s stockholders

(taking into consideration relevant matters, including other combination opportunities, the total amount payable to the Company’s

and OpCo LLC’s stockholders under this Agreement, lost stockholder premium, and the time value of money), which shall be deemed

in such event to be damages of such party). The Guarantee (subject to the express terms of such Guarantee) and the provisions of ‎Section

8.06, ‎Section 8.10(b), this ‎Section 10.02 and ‎Article 11 (but, in the case of ‎Section

11.13, only to the extent relating to obligations required to be performed after termination) shall survive any termination hereof

pursuant to ‎Section 10.01. “Willful Breach” means any material breach of this Agreement that is the

consequence of an action or omission by any party if such party knew or should have known that the taking of such action or the failure

to take such action would be, or cause, a breach of this Agreement.

Article

MISCELLANEOUS

Section 11.01

Notices. All notices, requests and other communications

to any party hereunder shall be in writing (including electronic mail (“email”) transmission, so long as a receipt

of such email is requested and received or a confirming copy of such notice is sent on the same day by a nationally recognized overnight

courier service (costs prepaid)) and shall be given,

if to Parent, Merger Subs

or, after the Effective Time, the Company, the Surviving Corporation or the Surviving LLC, to:

Square Acquisition Parent, Inc.

c/o Sequence AI Holdings, Inc.

300 Vesey Street, Suite 1230

New York, NY 10282

Attention:

Michael Lee

Email: [***]

DFO Private Investments, L.P.

c/o DFO Management, LLC

550 Madison Avenue, 20th Floor

Attention:

Dan Bitar; John Bailey

Email: [***]

with copies

(which shall not constitute notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention:

Ian Nussbaum

Sean Parish

Julian Azran

Seth Gottleib

Email:

[***]

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

Attention:

C. Andrew Gerlach

Lauren S. Boehmke

Email:

[***]

if to the Company or

OpCo LLC, prior to the Effective Time, to:

The Baldwin Insurance Group,

Inc.

4211 W. Boy Scout Blvd., Suite 800

Tampa, Florida 33607

Attention:

Seth Cohen, General Counsel and Corporate Secretary

Email:

[***]

with a copy (which shall

not constitute notice) to:

Davis Polk & Wardwell

LLP

450 Lexington Avenue

New York, New York 10017

Attention:

Oliver Smith

Michael Gilson

Email:

[***]

or to such other address or email address as such

party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications

shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. local time on a Business Day.

Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day.

Section 11.02

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements

contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time, except

for (a) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part at or after

the Effective Time and (b) those covenants and agreements set forth in ‎Section 8.11(c) and this ‎Article 11

(but, in the case of ‎Section 11.13, only to the extent relating to obligations required to be performed after the Effective

Time).

Section 11.03

Amendments and Waivers.

(a)

Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or

waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each

party against whom the waiver is to be effective; provided that after the Requisite Company Vote has been obtained there shall

be no amendment or waiver that would require the further approval of the stockholders of the Company under the DGCL without such approval

having first been obtained.

(b)

At any time prior to the Effective Time, the parties may (i) extend the time for the performance of any of the obligations

or other acts of the other parties; (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in

any document delivered pursuant to this Agreement; (iii) waive compliance with any covenants and agreements contained in this Agreement;

or (iv) waive the satisfaction of any of the conditions contained in this Agreement as provided herein. No extension or waiver, or termination

of this Agreement, by the Company shall require the approval of the Company’s stockholders unless such approval is required by Applicable

Law. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing

signed on behalf of the party to be bound thereby. No failure or delay by any party in exercising any right, power or privilege hereunder

shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the

exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any

rights or remedies provided by Applicable Law.

Section 11.04

Expenses.

(a)

General. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall

be paid by the party incurring such cost or expense.

(b)

Termination Fees.

(i)

If this Agreement is terminated (A) by Parent pursuant to ‎Section 10.01(c)(i) (Adverse

Recommendation Change) or (B) by the Company pursuant to ‎Section 10.01(d)(i) (Superior Proposal),

then the Company shall pay to Parent in immediately available funds $170,334,000 (the “Company Termination Fee”), in

the case of a termination by Parent, within two Business Days after such termination and, in the case of a termination by the Company,

immediately before and as a condition to such termination (it being understood that in no event shall the Company be required to pay the

Company Termination Fee on more than one occasion).

(ii)

If (A) this Agreement is terminated by (x) Parent or the Company pursuant to ‎Section 10.01(b)(i)

(End Date) and at the time of such termination the Requisite Company Vote has not been received or (y) Parent or the Company pursuant

to ‎Section 10.01(b)(iii) (No Vote), or (z) by Parent pursuant to ‎Section

10.01(c)(ii) (Company Breach), (B) after the date of this Agreement and prior to such termination, an Acquisition Proposal

shall have been publicly announced and not publicly withdrawn prior to the Stockholder Meeting, and (C) within 12 months following the

date of such termination, the Company shall have entered into a definitive agreement with respect to, or otherwise consummated, an Acquisition

Proposal, which need not be such Acquisition Proposal (provided that for purposes of this clause (C), each reference to

“20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company

shall pay to Parent in immediately available funds, prior to or concurrently with the occurrence of the applicable event described in

clause (C), the Company Termination Fee.

(iii) In

the event that this Agreement is terminated by the Company pursuant to ‎Section 10.01(d)(ii)

(Parent Breach) or ‎Section 10.01(d)(iii) (Parent Failure to Close) (or by Parent or

the Company pursuant to Section 10.01(b)(i) (End Date), at a time when the Company had the right to terminate the

Agreement pursuant to Section 10.01(d)(ii) (Parent Breach) or Section 10.01(d)(iii) (Parent Failure to

Close)), then Parent shall pay or cause to be paid to the Company in immediately available funds $276,218,000 (the

“Parent Termination Fee”), in the case of a termination by the Company, within two Business Days after such

termination and, in the case of a termination by Parent, immediately before and as a condition to such termination (it being

understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion).

(iv)

Each of the parties hereto agrees, on behalf of itself and its respective Affiliates, successors and assigns, that (A) the

liabilities and damages that may be incurred or suffered by Parent or the Company in circumstances in which the Company Termination Fee

or the Parent Termination Fee is payable are uncertain and difficult to ascertain, (B) each of the Company Termination Fee and the Parent

Termination Fee represents a reasonable estimate of probable liabilities and damages incurred or suffered by the applicable party in these

circumstances, and (C) such amount is not excessive or unreasonably large, given the parties’ intent and dealings with each other,

and shall not be argued by any party to be or be construed as a penalty, and each party expressly waives any right to argue, assert or

claim any of the foregoing in any dispute among the parties and/or any of their respective Affiliates, successors or assigns, arising

out of this Agreement.

(c)

Other Costs and Expenses. Each of Parent and the Company acknowledges that the agreements contained in this ‎Section

11.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other parties

would not enter into this Agreement. Accordingly, if the Company or Parent, as the case may be, fails promptly to pay any amount due pursuant

to this ‎Section 11.04, it shall also pay any reasonable and documented out-of-pocket costs and expenses incurred

(including reasonable and documented attorneys’ fees and expenses, provided that in no event shall attorneys’ fees that are

based on a contingency fee, “success” fee or any other type of fee arrangement dependent on the outcome of the suit be deemed

to be reasonable attorneys’ fees) by the other party in connection with a legal action to enforce this

Agreement that results in a judgment against the

Company for such amount, together with interest on the amount of any unpaid fee, cost or expense at the prime rate as published in The

Wall Street Journal from the date such fee, cost or expense was required to be paid to (but excluding) the payment date (such costs and

expenses, “Enforcement Costs”).

(d)

Sole Remedy.

(i)

Notwithstanding anything herein to the contrary (but subject to ‎Section 10.02 and ‎Section

11.04(c) and the proviso at the end of this sentence), Parent and the Merger Subs agree that, upon any valid termination of this Agreement

under circumstances where the Company Termination Fee is payable pursuant to this ‎Section 11.04 and

such Company Termination Fee is paid in full, the receipt by Parent of the Company Termination Fee and the Enforcement Costs from the

Company shall be deemed to be liquidated damages and the sole and exclusive remedy of Parent and Merger Subs in connection with this Agreement

or the transactions contemplated hereby and neither Parent nor the Merger Subs shall seek to obtain any recovery, judgment, or damages

of any kind, including consequential, special, indirect, or punitive damages, against the Company or any of its Subsidiaries or any of

its directors, officers, employees, partners, managers, members, stockholders, Affiliates or Representatives (the “Company Related

Parties”) in connection with this Agreement or the transactions contemplated hereby, including any breach of this Agreement;

provided, that the foregoing shall not limit any claims or damages for any Willful Breach of ‎Section 6.03

or ‎Section 8.03. For the avoidance of doubt, nothing in this ‎Section

11.04(d) shall limit any remedies of Parent prior to any such termination of this Agreement under circumstances where the Company

Termination Fee is payable pursuant to this ‎ ‎Section 11.04 or otherwise, including specific

performance pursuant to ‎ ‎Section 11.13.

(ii)

Notwithstanding anything to the contrary in this Agreement, other than the Company’s injunctive, specific performance

and equitable relief rights, as and only to the extent expressly permitted by ‎Section 11.13, (A) the

Company’s right to terminate this Agreement pursuant to ‎Section 10.01(d)(ii) (Parent Breach)

or ‎Section 10.01(d)(iii) (Parent Failure to Close) and receive payment of the Parent Termination

Fee, the Financing Costs (subject to the Reimbursement Cap) and the Enforcement Costs from Parent (or DFO Sponsor under and in accordance

with the Guarantee) shall be deemed to be liquidated damages and the sole and exclusive remedy of the Company and any of its Affiliates

against Parent, the Merger Subs, Sponsors, any Sponsor Related Person and any of its or their Affiliates or any of its or their respective

former, current or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members,

managers, general or limited partners, or Representatives (the “Parent Related Parties”), or any Debt Financing Sources,

for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to this Agreement

or the Financing or the transactions contemplated hereby or thereby, including the breach of any representation, warranty, covenant, or

agreement in this Agreement, the termination of this Agreement, or the failure to consummate the Merger and (B) other than the payment

of the Parent Termination Fee, the Financing Costs (subject to the Reimbursement Cap) and the Enforcement Costs to the Company by Parent

(or DFO Sponsor’s obligations in respect thereof under the Guarantee, subject to the express terms of the Guarantee) in accordance

with clause (A) if and when due, no Parent Related Party shall have any further liability or obligation relating to or arising out of

this Agreement or the Financing or the transactions contemplated hereby or thereby, including the breach of any representation, warranty,

covenant, or agreement in this Agreement, the termination of this Agreement, or failure to consummate the Merger. Notwithstanding the

foregoing, (I) the foregoing shall not limit the ability of the Company or its Subsidiaries to bring any Actions for breach of the Confidentiality

Agreement and (II) in no event shall the liability of Parent, the Merger Subs or the DFO Sponsor exceed the Cap (as defined in the Guarantee).

(iii)

Each party acknowledges and agrees that in no event shall the Company be required to pay the Company Termination Fee or

Parent be required to pay the Parent Termination Fee on more than one occasion. The Company acknowledges and agrees that, except for Actions

for breach of the Confidentiality Agreement, in no event will the Company or any Company Related Party seek or obtain, nor will any Person

be entitled to seek or obtain, any monetary recovery or monetary award or damages (including consequential, special, indirect or punitive

damages) against any Parent Related Party with respect to this Agreement, the Financing Commitment Letters, the Guarantee or the Merger

(including any breach by any Parent Related Party), the termination of this Agreement, the failure to consummate the Merger or any proceedings

under Applicable Law arising out of any such breach, termination or failure, other than the Company seeking the Parent Termination Fee

from Parent or the Merger Subs to the extent expressly provided for in this Agreement or the Company seeking the Parent Termination Fee

from DFO Sponsor to the extent expressly provided for in the Guarantee. In no event will any party be entitled to receive both (1) a grant

of specific performance which results in the consummation of the Closing as contemplated in this Agreement and (2) payment of the Company

Termination Fee or the Parent Termination Fee, as applicable.

Section 11.05

Disclosure Schedule. The parties hereto agree that any reference

in a particular Section of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or,

as applicable, a disclosure for purposes of) the representations and warranties of the relevant party that are contained in the corresponding

Section of this Agreement. Each section of the Company Disclosure Schedule or the Parent Disclosure Schedule will be deemed to incorporate

by reference all information disclosed in any other section of the Company Disclosure Schedule or the Parent Disclosure Schedule to the

extent reasonably apparent that such information applies to such other section. The mere inclusion of an item in the Company Disclosure

Schedule or the Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such

item represents a material exception or material fact, or is not in the ordinary course of business, event or circumstance or that such

item has had or would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable.

Section 11.06

Binding Effect; Benefit; Assignment.

(a)

The provisions of this Agreement shall be binding upon and, except as provided in this ‎Section 11.06,

shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided in this ‎Section

11.06, no provision of this Agreement is intended

100

to confer any rights, benefits, remedies, obligations

or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns except for the Company’s

right on its own behalf and as representative of its stockholders, to pursue the loss premium damages or the benefit of the bargain lost

by its stockholders pursuant to and in accordance with ‎Section 10.02. Notwithstanding anything to the contrary

in the foregoing, if, and only if, the Effective Time occurs, (i) the holders of Shares and OpCo LLC Units shall be third-party beneficiaries

of, and entitled to rely on, ‎Section 2.02 (The LLC Merger) and ‎Section 2.04 (Conversion

of Class A Shares and Class B Shares) and ‎Section 2.05 (Payment), as applicable, (ii) the Indemnified Persons

shall be third-party beneficiaries of, and entitled to rely on, ‎Section 7.03 (Director and Officer Liability)

and (iii) the Parent Related Parties and the Debt Financing Sources, shall be third party beneficiaries of, and entitled to rely on, ‎Section

11.15 and ‎Section 11.14, respectively. The parties hereto further agree that the rights of third-party

beneficiaries (other than ‎Section 11.15 and ‎Section 11.14) under the foregoing sentence shall

not arise unless and until the Effective Time occurs.

(b)

No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior

written consent of each other party hereto, except that Parent or Merger Sub may transfer or assign its rights and obligations under this

Agreement after the Effective Time to any Person; provided that such transfer or assignment shall not relieve Parent or Merger

Sub of its obligations hereunder.

Section 11.07

Governing Law. This Agreement and any and all Actions arising

out of or relating to this Agreement or any transaction contemplated hereby, including the Merger and the LLC Merger, or the negotiation,

execution or performance of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without

regard to the conflicts of law rules of such state, subject to Section 11.14.

Section 11.08

Jurisdiction. Subject to Section 11.14, the parties

hereto irrevocably agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with,

this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or

any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction,

any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably and unconditionally

consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably

waives, to the fullest extent permitted by law, any claim of lack of personal jurisdiction or improper venue and any objection that it

may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such

court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether

within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such

party as provided in ‎Section 11.01 shall be deemed effective service of process on such party.

Section 11.09 WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO

THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 11.10

Counterparts; Effectiveness. This Agreement may be signed

in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon

the same instrument, it being understood that the parties need not sign the same counterpart. Any such counterpart, to the extent delivered

by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”),

will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect

as if it were the original signed version thereof delivered in person. This Agreement shall become effective when each party hereto shall

have received a counterpart hereof signed (including by electronic signature) by all of the other parties hereto. Until and unless each

party has received a counterpart hereof signed (including by electronic signature) by the other party hereto, this Agreement shall have

no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other

communication). No party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement

or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract,

and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

Section 11.11

Entire Agreement. This Agreement (including the Company

Disclosure Schedule and the Parent Disclosure Schedule) and the other Transaction Documents constitute the entire agreement between the

parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written,

between the parties with respect to the subject matter of this Agreement. Notwithstanding anything in this Agreement to the contrary,

the parties hereto acknowledge and agree that the Company Disclosure Schedule and the Parent Disclosure Schedule are not incorporated

by reference into, and shall not be deemed to constitute a part of, this Agreement or the “agreement of merger” for purposes

of Section 251 of the DGCL but shall have the effects provided in this Agreement.

Section 11.12

Severability. If any term, provision, covenant or restriction

of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the

remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no

way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby, taken as

a whole, is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good

faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order

that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.13

Specific Performance.

(a)

The parties hereto agree that irreparable damage would occur if any provision of this Agreement (including failing to take

such actions as are required of it hereunder to consummate the transactions contemplated hereby) were not performed in accordance with

the terms hereof for which money damages, even if available, would not be an adequate remedy, and that subject in all respects to ‎Section

11.04(d) and ‎Section 11.13(b), the parties shall be entitled to an injunction or injunctions to prevent

breaches or threatened breaches of this Agreement, or to enforce specifically the performance of the terms and provisions hereof in the

courts referred to in ‎Section 11.08, in addition to any other remedy to which they may be entitled at law

or in equity. The parties hereto agree not to assert that a remedy of specific performance or other equitable relief is unenforceable,

invalid, contrary to law or inequitable for any reason (other than on the grounds that such remedy is sought in violation of the terms

hereof, including ‎Section 11.13(b)), and not to assert that a remedy of monetary damages (including any fees

payable pursuant to Section 11.04) would provide an adequate remedy or that the parties otherwise would have an adequate remedy

at law. The parties further agree to waive any requirement for the securing or posting of any bond in connection with such remedy, and

that such remedy shall be in addition to any other remedy to which a party is entitled at law or in equity. The parties acknowledge and

agree that the Company may pursue both a grant of specific performance under this ‎Section 11.13 and the payment

of the Parent Termination Fee and Parent may pursue both a grant of specific performance under this ‎Section 11.13

and the payment of the Company Termination Fee; provided that in no event shall the Company or Parent be permitted or entitled

to receive both (i) a grant of specific performance resulting in the consummation of the transactions contemplated by this Agreement in

accordance with the terms hereof and (ii) the Parent Termination Fee or Company Termination Fee, as applicable.

102

(b)

Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that the Company shall be entitled

to specific performance to cause Parent to (x) enforce the terms of the Equity Commitment Letter against DFO Sponsor to cause the Equity

Financing to be funded and (y) effect the Closing in accordance with ‎Section 2.03, only if (i)

all of the conditions set forth in ‎Section 9.01 and ‎Section 9.02 have been satisfied

or waived by Parent (other than those conditions that by their terms or nature are to be satisfied at the Closing, each of which is capable

of being satisfied at the Closing) and remain so satisfied or waived at the time specific performance is granted, and Parent failed to

consummate the Closing on or prior to the date the Closing should have occurred pursuant to ‎Section 2.03,

(ii) the Debt Financing has been funded or will be funded in full at the Closing if the Equity Financing is funded, (iii) after such failure

in clause (i), the Company has irrevocably confirmed in writing that if specific performance is granted and the Financing is funded,

then it is ready, willing and able to consummate the Closing and (iv) Parent fails to consummate the Closing within three Business Days

after receipt of such confirmation; provided, that in no event shall Parent be obligated to both (A) specifically perform the obligation

to cause the Equity Financing to be funded and consummate the Closing and (B) pay the Parent Termination Fee or any other monetary damages

whatsoever.

Section 11.14

Debt Financing Sources. Notwithstanding anything in this

Agreement to the contrary, the Company and Parent, on behalf of themselves and their Subsidiaries, hereby: (a) (i) agree that any action,

whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Sources or any of their Subsidiaries

or any of their respective directors, officers, employees, partners, managers, members, stockholders, Affiliates or Representatives (“Debt

Financing Sources Related Party”), arising out of or relating to, this Agreement, the Debt Financing or any of the agreements

entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any

services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York,

New York, so long as such forum is and remains available,

103

and any appellate court thereof; and (ii) irrevocably

submit themselves and their property with respect to any such action to the exclusive jurisdiction of such court, and such action shall

be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application

of the laws of another jurisdiction), (b) agree not to bring or support any action of any kind or description, whether in law or in equity,

whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to,

this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder

in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) agree that service of process

upon the Company or Parent, or any of their Subsidiaries in any such action or proceeding shall be effective if notice is given in accordance

with ‎‎‎Section 11.01, (d) waive, to the fullest extent that they may effectively do so, the defense of an inconvenient

forum to the maintenance of such action in any such court, (e) waive, to the fullest extent permitted by Applicable Law, all rights of

trial by jury in any action brought against or involving the Debt Financing Sources Related Parties in any way arising out of or relating

to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder,

(f) agree that no Debt Financing Sources Related Party will have any liability to the Company or any of its Subsidiaries in connection

with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder,

whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein

shall affect (x) the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of

the transactions contemplated hereby or any services thereunder or (y) the Company’s right to seek specific performance under this

Agreement to cause Parent to enforce their rights under the Debt Commitment Letter against the Debt Financing Sources under the Debt Commitment

Letter), and (g) agree that (i) the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce,

this ‎‎‎Section 11.14 and (ii) such provision, Section 10.02, Sections 11.04(d)(ii), 11.06(a)(iii),

11.08, 11.09 and 11.13 related definitions and any other provision of this Agreement (x) the amendment, supplement,

waiver or other modification of which would modify the substance of this ‎‎‎Section 11.14 or (y) that reflects

the agreements set forth in this Section 11.14, together with ‎Section 11.07 shall not be amended in any way adverse to any

Debt Financing Sources Related Party without the prior written consent of the Debt Financing Sources.

Section 11.15

No Recourse.

(a)

This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or

relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the Parent Related Parties

that are expressly identified as parties hereto and then only to the extent of such obligations and no Parent Related Parties (other than

Parent, Merger Subs and DFO Sponsor to the extent set forth in the Guarantee or Equity Commitment Letter) shall have any liability for

any obligations or liabilities of the parties to this Agreement (whether for indemnification or otherwise) or for any claim (whether in

tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral

representations made or alleged to be made in connection herewith. It is further understood that any certificate contemplated by this

Agreement and executed by an officer of a party will be deemed to have been delivered only in such officer’s capacity as an officer

of such party (and not in his or her individual capacity) and will not entitle any party to assert a claim against such officer

in his or her individual capacity, except to the extent such certificate includes or constitutes fraud by such individual officer.

104

(b)

The Company (on behalf of itself and any Person claiming by, through or on behalf of the Company) agrees that it shall

not institute, and shall not permit any of its Representatives or Affiliates to bring, make or institute any Action or claim

(whether based in contract, tort, strict liability, other Applicable Laws or otherwise, at law or in equity) arising under or in connection

with this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby

or thereby against any of the Parent Related Parties and none of the Parent Related Parties shall have any liability or obligations (whether

based in contract, tort, strict liability, other Applicable Laws or otherwise) to the Company, the Company’s Subsidiaries, any of

their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any

of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or any other agreement executed

or delivered in connection herewith or any of the transactions contemplated hereby or thereby, other than, in each case, Parent and Merger

Subs to the extent provided herein or in the Equity Commitment Letter or DFO Sponsor pursuant to the Guarantee (in accordance with

the terms set forth therein) or for breach of the Confidentiality Agreement.

Section 11.16

Special Committee Approval. Notwithstanding anything to the contrary set forth in this Agreement, until the Effective Time,

no decision or determination shall be made, or action taken, by the Board of Directors under or with respect to any Transaction Document

without first obtaining the approval of the Special Committee. In the event the Special Committee ceases to exist or is disbanded,

any consents, determinations, actions or other rights or obligations afforded to the Special Committee may be afforded to a majority of

the remaining “disinterested directors” (as defined in Section 144 of the DGCL) of the Company.

[The remainder of this page has been intentionally

left blank;

the next page is the signature page.]

105

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth on the cover page

of this Agreement.

THE BALDWIN INSURANCE GROUP, INC.

By:

/s/ Trevor Baldwin

Name:

Trevor Baldwin

Title:

Chief Executive Officer

THE BALDWIN INSURANCE GROUP HOLDINGS, LLC

By:

/s/ Trevor Baldwin

Name:

Trevor Baldwin

Title:

Chief Executive Officer

SQUARE ACQUISITION PARENT, INC.

By:

/s/ Michael J. Lee

Name:

Michael J. Lee

Title:

Chief Executive Officer and President

SQUARE ACQUISITION MERGER SUB I, INC.

By:

/s/ Michael J. Lee

Name:

Michael J. Lee

Title:

Chief Executive Officer and President

SQUARE ACQUISITION MERGER SUB II, LLC

By:

/s/ Michael J. Lee

Name:

Michael J. Lee

Title:

Chief Executive Officer and President

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: dp253297_ex1001.htm · Sequence: 3

Exhibit 10.1

FORM OF VOTING, SUPPORT AND ROLLOVER AGREEMENT

This VOTING, SUPPORT AND ROLLOVER

AGREEMENT (this “Agreement”), dated as of September 14, 2026, is by and among The Baldwin Insurance Group, Inc., a

Delaware corporation (the “Company”), The Baldwin Insurance Group Holdings, LLC, a Delaware limited liability company

(“OpCo LLC”), Square Acquisition Parent, Inc., a Delaware corporation (“Parent”), Square Acquisition

Merger Sub I, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Company Merger Sub”),

Square Acquisition Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned indirect subsidiary of Parent (“LLC

Merger Sub” and together with Company Merger Sub, “Merger Subs”), Square Acquisition Topco, LLC, a Delaware

limited liability company that indirectly wholly owns Parent (“Topco”), and the undersigned stockholder (the “Stockholder,”

together with the Company, Parent, Merger Sub and Topco, the “Parties,” and each individually, a “Party”).

WHEREAS, the Stockholder is,

as of the date hereof, the record and beneficial owner (as defined in Rule 13d-3 under the 1934 Act, which meaning will apply for all

purposes of this Agreement) of the number of shares of Class A common stock, par value $0.01 per share, of the Company (the “Class

A Common Stock”), Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”

and, together with the Class A common stock, the “Company Common Stock”) and/or common limited liability units of OpCo

LLC (the “LLC Units”), in each case, as set forth below the Stockholder’s name on Annex 1 hereto (together

with any shares of the Company Common Stock or LLC Units and any other voting securities of the Company or OpCo LLC which such Stockholder

may acquire or otherwise come to beneficially own during the term of this Agreement, the “Stockholder Securities”);

WHEREAS, Parent, Merger Subs,

the Company and OpCo LLC have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented

or otherwise modified from time to time, the “Merger Agreement”), which provides, among other things, for (i) the merger

of Company Merger Sub with and into the Company (the “Company Merger”), with the Company continuing as the surviving

corporation, (ii) simultaneous with the Company Merger, the merger of LLC Merger Sub with and into OpCo LLC (the “LLC Merger”),

with OpCo LLC continuing as the surviving company, and (iii) immediately following the Company Merger and the LLC Merger, the merger of

Seller Merger Sub with and into OpCo LLC (the “Second LLC Merger” and, together with the Company Merger and the LLC

Merger, the “Mergers”), with OpCo LLC continuing as the surviving company, upon the terms and subject to the conditions

set forth in the Merger Agreement (capitalized terms used but not defined herein shall have the respective meanings specified in the Merger

Agreement; provided that neither the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder for the

purposes of this Agreement);

WHEREAS, subject to the terms

and conditions of this Agreement and the Merger Agreement, the Stockholder desires to (i) effect the Contribution (as defined below) of

the Rollover Shares (as defined below) to Topco in exchange for the Exchange Shares (as defined below) and (ii) have the Rollover Units

be deemed “Retained Units” pursuant to the Merger Agreement, in each case, as set forth in Section 7 hereof;

WHEREAS, concurrently with

the Closing, Topco, the Stockholder, Sponsor (or Affiliates of Sponsor) and any other parties thereto will enter into a limited liability

company agreement of Topco (the “Topco LLC Agreement”), and an amended and restated limited liability company agreement

of Seller LLC (the “A&R Seller LLC Agreement”), in each case, including the terms set forth on Exhibit A;

and

WHEREAS, as a condition to

the willingness of Parent, Merger Subs and Topco to enter into the Merger Agreement and as an inducement and in consideration therefor,

Parent, Merger Subs and Topco have required that the Stockholder, and the Stockholder has (in solely the Stockholder’s capacity

as a beneficial owner of Equity Interests (as defined below)) agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree

as follows:

Section

1. Representations and Warranties of Stockholder. The Stockholder hereby represents and warrants to the Company, Parent,

Merger Subs and Topco as follows:

(a) Ownership and Title. As of the time of execution of this Agreement, (i) such Stockholder is the

record and beneficial owner of the Stockholder Securities set forth on Annex 1 hereto and has good and marketable title thereto,

free and clear of any Liens, other than transfer restrictions imposed by applicable securities Law or contemplated by the Company’s

Organizational Documents, the OpCo LLC Agreement or customary Liens pursuant to the terms of any custody or similar agreement applicable

to Stockholder Securities held in brokerage accounts (which, in respect of the Contribution, will not affect, delay or prevent the Contribution),

(ii) except for the Stockholder Securities set forth on Annex 1 hereto, such Stockholder does not hold nor have any beneficial

ownership interest in any other shares of the Company Common Stock or other securities of the Company or any of its Subsidiaries or any

securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to

subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including any option, warrant, call, proxy or commitment,

or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”)

and (iii) other than pursuant to this Agreement, the OpCo LLC Agreement or Stockholders Agreement, dated as of October 30, 2024, among

the Company and the Holders party thereto (the “Company Stockholders Agreement”), such Stockholder has not entered

into any agreement to transfer, sell, convey or assign any Stockholder Securities and no Person has a right to acquire any of the Stockholder

Securities.

(b) Existence and Power. If the Stockholder is an entity, the Stockholder is duly organized, validly

existing and in good standing under the Laws of its jurisdiction of organization. The Stockholder has the legal right, power, authority

and capacity to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

- 2 -

by the Stockholder and, assuming this Agreement constitutes a legal, valid and binding obligation of the Company, Parent, Merger Subs

and Topco, this Agreement constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in

accordance with its terms, except as (A) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and other similar Laws affecting or relating to creditors' rights generally and (B) equitable remedies of specific

performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court

before which any proceeding therefor may be brought (the “Enforceability Exceptions”). No other action on the part

of or vote of holders of any equity securities of the Stockholder is necessary to authorize the execution and delivery of, compliance

with and performance by the Stockholder of this Agreement.

(d) No Conflicts; No Consents. Neither the execution and delivery of this Agreement nor the consummation

by the Stockholder of the transactions contemplated hereby or the performance of the Stockholder’s obligations hereunder will (i)

to the Stockholder’s knowledge, cause a violation, or a default, by the Stockholder of any applicable Law or Order applicable to

the Stockholder or the Stockholder Securities, or to which the Stockholder or the Stockholder Securities are subject, (ii) require any

consent by any Person under, constitute a breach or default, or an event that, with or without notice or lapse of time or both, would

constitute a breach or default under, or cause or permit the termination, cancellation, modification or acceleration of any right or obligation

or the loss of any benefit to which such Stockholder is entitled under any Contract to which the Stockholder is a party or by which the

Stockholder or its assets or the Stockholder Securities are bound, other than as required under the Exchange Act, (iii) if such Stockholder

is an entity, violate any provision of the Organizational Documents of the Stockholder, (iv) to the Stockholder’s knowledge, require

any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority on the part of the Stockholder,

except for compliance with applicable securities Laws and the rules and regulations promulgated thereunder or (v) result (or, with the

giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any lien on any of the Stockholder

Securities (other than any liens created by this Agreement); except in the case of the foregoing clauses (i), (ii) or (iv), as would not,

individually or in the aggregate, reasonably be expected to prevent or materially delay the Stockholder’s ability to perform its

obligations under this Agreement. Other than the filings and reports pursuant to and in compliance with the Exchange Act, to the Stockholder’

knowledge, no filings, notifications, approvals or other consents are required to be obtained by the Stockholder from, or to be given

by the Stockholder to, or be made by the Stockholder with, any Governmental Authority in connection with the execution, delivery and performance

by the Stockholder of this Agreement, except as would not, prevent or materially delay the Stockholder’s ability to perform its

obligations under this Agreement.

- 3 -

(e) Voting Power. Other than as provided in the BIGH Voting Agreement (as defined below), this Agreement,

Company’s Organizational Documents and the OpCo LLC Agreement, the Stockholder has full and unencumbered voting power with respect

to the Stockholder Securities and full and unencumbered power of disposition, full and unencumbered power to issue instructions with respect

to the matters set forth herein, and full and unencumbered power to agree to all of the matters set forth in this Agreement, in each case,

with respect to all of the Stockholder Securities. Other than the BIGH Voting Agreement, the Stockholder Securities of such Stockholder

are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Stockholder

Securities. The Stockholder has not entered into any Contract that is inconsistent with, or would in any way restrict, limit or interfere

with the performance of the Stockholder’s obligations hereunder.

(f) Litigation. As of the time of execution of this Agreement, there is no Order, nor is there any

Action pending or, to the knowledge of the Stockholder, threatened against the Stockholder or any of its assets (including the Stockholder

Securities) at law or equity before or by any Governmental Authority that could reasonably be expected to impair, prevent or delay the

performance by the Stockholder of its obligations under this Agreement in any material respect or otherwise impact the Stockholder’s

ability to perform its obligations hereunder in a timely manner.

(g) Reliance. The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder

understands and acknowledges that the Company, Parent and Merger Subs are entering into the Merger Agreement in reliance upon such Stockholder’s

execution, delivery and performance of this Agreement. The Stockholder has been represented by or had the opportunity to be represented

by independent counsel of its own choosing and has had the right and opportunity to consult with its attorney, and to the extent, if any,

that the Stockholder desired, the Stockholder availed itself of such right and opportunity.

(h) Finders’ Fees. No broker, investment bank, financial advisor or other Person is entitled

to any broker’s, finder’s, financial adviser’s or similar fee or commission for which the Company or any of its Subsidiaries

or after the Closing, Parent or any of its Affiliates (including the Company and its Subsidiaries) could become liable in connection with

the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Stockholder (it being understood

that arrangements of the Company or its other Affiliates shall not be deemed to be an arrangement of such Stockholder).

(i) Investment Intent. The Stockholder is acquiring the Exchange Shares for the Stockholder’s

own account as principal, for investment purposes only, not for any other Person and not for the express purposes of resale or distribution.

The Stockholder is not subscribing for the Exchange Shares from Topco in a fiduciary capacity.

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(j) Financial Status. The Stockholder (i) is an “accredited investor” within the meaning

of Rule 501 of Regulation D promulgated under the Securities Act or (ii) an entity in which all equity owners are “accredited investors”

within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Stockholder is able to bear the economic risk

of an investment in the Exchange Shares for an indefinite period of time, has adequate means of providing for its current financial needs

and business contingencies, has no need for liquidity in the investment in the Exchange Shares, understands that the Stockholder may not

be able to liquidate the Exchange Shares in an emergency, if at all, and can afford a complete loss of the investment. The Stockholder

has received no advice from Topco or any of its Affiliates as to the legal, investment or tax consequences of the Contribution contemplated

by this Agreement or the Stockholder’s investment in the Exchange Shares.

(k) Access to Information. The Stockholder has been given the opportunity to ask questions of, and

receive answers from, Topco and its representatives concerning (i) the terms and conditions of the issuance of the Exchange Shares and

the other transactions contemplated in connection with the Rollover and (ii) the financial condition, operation and prospects of Topco

and its Subsidiaries after giving effect to the Mergers.

(l) No Other Representation. In entering into this Agreement, the Stockholder has received no other

representations or warranties with respect to the matters contemplated herein from the Company or any other Person acting on behalf of

the Company, other than those contained in ‎Section 2 of this Agreement, and has received no other representations or warranties

with respect to the matters contemplated herein from Parent, Merger Subs or Topco or any other Person acting on behalf of Parent, Merger

Subs or Topco, other than those contained in ‎Section 3 of this Agreement.

Section

2. Representations and Warranties of the Company. The Company hereby represents and warrants to each of Parent, Merger Subs,

Topco and the Stockholder, as follows:

(a) Existence and Power. The Company is an entity duly organized, validly existing and in good standing

under the Laws of the State of Delaware and the Company has the requisite corporate power and authority to execute, deliver and perform

its obligations under this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action

to duly authorize the execution, delivery and performance of this Agreement.

(b) Authority and Enforceability. This Agreement has been duly executed and delivered by the Company,

and, assuming this Agreement constitutes a legal, valid and binding obligation of the other Parties, constitutes a legal, valid and binding

obligation of the Company and is enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

consummation of the transactions contemplated by this Agreement and the performance of the Company’s

obligations hereunder, will not: (i) violate or conflict with any Law to which the Company is subject; (ii) constitute a breach or default

under, or cause or permit the termination, cancellation, modification or acceleration or creation of any right or obligation under any

provision of any Contract binding upon the Company or any of its Subsidiaries; or (iii) violate any provision of the Company’s Organizational

Documents or the OpCo LLC Agreement, except, in the case of the foregoing clause (ii), as would not, individually or in the aggregate,

prevent or delay the performance by the Company of any of its obligations under this Agreement.

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(d) No Other Representation. In entering into this Agreement, the Company has received no other representations

or warranties with respect to the matters contemplated herein from the Stockholder or any other Person acting on behalf of the Stockholder,

other than those contained in ‎Section 1 of this Agreement, and has received no other representations or warranties with

respect to the matters contemplated herein from Parent, Merger Subs or Topco or any other Person acting on behalf of Parent, Merger Subs

or Topco, other than those contained in ‎Section 3 of this Agreement or expressly set forth in Article 5 of the Merger Agreement.

Section

3. Representations and Warranties of Parent, Merger Subs and Topco. Each of Parent, Merger Subs and Topco hereby, jointly

and severally, represents and warrants to each of the Company and the Stockholder as follows:

(a) Existence and Power. Each of Parent, Company Merger Sub, LLC Merger Sub and Topco is an entity

duly organized, validly existing and in good standing under the Laws of the State of Delaware and each of Parent, Company Merger Sub,

LLC Merger Sub and Topco have the requisite corporate power and authority to execute, deliver and perform their obligations under this

Agreement and to consummate the transactions contemplated hereby, and each has taken all necessary corporate or other organizational action

to duly authorize the execution, delivery and performance of this Agreement.

(b) Authority and Enforceability. This Agreement has been duly authorized, executed and delivered by

each of Parent, Company Merger Sub, LLC Merger Sub and Topco, and, assuming this Agreement constitutes a legal, valid and binding obligation

of the other Parties, constitutes a legal, valid and binding obligation of each of Parent, Company Merger Sub, LLC Merger Sub and Topco,

is enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.

Merger Sub, LLC Merger Sub and Topco, and the consummation of the transactions contemplated by this Agreement and the performance of each

of their obligations hereunder, will not: (i) violate or conflict with any Law to which Parent, Company Merger Sub, LLC Merger Sub or

Topco is subject; (ii) constitute a breach or default under, or cause or permit the termination, cancellation, modification or acceleration

or creation of any right or obligation under any provision of any

Contract binding upon Parent, Company Merger Sub, LLC Merger Sub or Topco; or (iii) violate any provision of the Organizational Documents

of Parent or Company Merger Sub, LLC Merger Sub or Topco, except, in the case of the foregoing clause (ii), as would not, individually

or in the aggregate, prevent or delay the performance by Parent, Company Merger Sub, LLC Merger Sub or Topco of any of its obligations

under this Agreement.

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(d) Interests Duly Authorized. All of the Exchange Shares to be issued to the Stockholder under this

Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued in compliance

with applicable Law or exemptions therefrom, fully paid and non-assessable without being subject to preemptive or similar rights, and

shall be free and clear of any Liens (except transfer restrictions imposed by applicable securities Law or such rights granted pursuant

to, or limitations set forth in or contemplated by, Topco’s Organizational Documents and the Topco LLC Agreement). Following the

Rollover Closing, the Stockholder will acquire good, valid and marketable title to the Exchange Shares, free and clear of all Liens, other

than those transfer restrictions imposed by applicable securities Law or contemplated by this Agreement, Topco’s Organizational

Documents and the Topco LLC Agreement.

(e) No Other Representation. In entering into this Agreement, Parent, Merger Subs and Topco have received

no other representations or warranties with respect to the matters contemplated herein from the Stockholder or any other Person acting

on behalf of the Stockholder, other than those contained in ‎Section 1 of this Agreement, and have received no other representations

or warranties with respect to the matters contemplated herein from the Company or any other Person acting on behalf of the Company, other

than those contained in ‎Section 2 of this Agreement or expressly set forth in Article 4 of the Merger Agreement.

Section

4. Transfer of the Shares; Other Actions.

(a) Prior to the Termination Date, the Stockholder shall not, and shall cause each of its controlled Affiliates

not to, directly or indirectly: (i) transfer, assign, sell, gift-over, hedge or swap (or such other transaction or Contract which is designed

to (or is reasonably expected to lead to or result in) transfer the economic or voting consequences of ownership of any Equity Interests),

pledge or otherwise dispose of (whether by sale, liquidation, dissolution, dividend, distribution, merger, tendering into any tender or

exchange offer, testamentary disposition, by operation of Law or otherwise), enter into any derivative arrangement with respect to, or

create or permit to exist any lien or encumbrance on, or enter into any agreement with respect to, any Stockholder Securities (“Transfer”);

(ii) enter into any Contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy,

power-of-attorney or other authorization or consent with respect to any of the Stockholder Securities; (iv) deposit any of the Stockholder

Securities into a voting trust or enter into a voting agreement or arrangement with respect to any Stockholder Securities; (v) take or

cause the taking of any other action that would reasonably be expected to restrict, prevent, materially impede or delay the

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performance of such Stockholder’s

obligations hereunder or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing

actions, excluding any bankruptcy filing; (vi) solely with respect to the Rollover Units, exchange any LLC Units for shares of Class B

Common Stock or (vii) otherwise approve or consent to any of the foregoing; provided, that, other than with respect to the Rollover Units,

notwithstanding the foregoing, nothing herein shall prohibit a Transfer of Stockholder’s Equity Interests in the Company, including

any Stockholder Securities, to a controlled Affiliate of Stockholder (including, without limitation, to Stockholder’s Family Group

or any trust, limited partnership or other legal entity the sole beneficiary (or beneficiaries) of which is a member (or members) of such

Stockholder’s Family Group (including a charitable remainder trust, provided that the current beneficiary (or beneficiaries) comply

with the foregoing) (such Transfer, an “Estate Planning Transfer”), so long as in any such case, (x) (A) such Person

remains a controlled Affiliate and (B), in the case of an Estate Planning Transfer, during the period that any such transferee holds any

right, title or interest in any Stockholder Securities, no other Person other than such Stockholder may have voting control over such

Stockholder Securities, and (y) prior to any such Transfer, (I) the transferring Stockholder provides written notice of such Transfer

to Parent at least two (2) Business Days in advance and the transferee agrees in writing to be bound by each of the terms of, and to assume

all of the obligations of such Stockholder under, this Agreement with respect to such Equity Interests in the Company, including any Stockholder

Securities, by executing and delivering to Parent a joinder agreement in form and substance reasonably acceptable to Parent and the Company

(on the execution and delivery of a joinder agreement by such transferee, such transferee shall be deemed to be a Party hereto as if such

transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be a Stockholder) and (II) Stockholder

remains bound and subject to this Agreement, including with respect to all its obligations herein, and provided that Stockholder, in the

event of such a Transfer, shall cause such transferee to comply with all of Stockholder’s obligations herein. “Family Group”

means, as to any particular Person, (i) such Person’s spouse, siblings (whether natural or adopted) and descendants (whether

natural or adopted), (ii) any trust solely for the benefit of such Person or such Person’s spouse, siblings (whether natural

or adopted) or descendants (whether natural or adopted) and (iii) any partnerships, corporations or limited liability companies where

the only partners, equityholders or members are such Person or such Person’s spouse, siblings (whether natural or adopted) or descendants

(whether natural or adopted) or trusts referred to in clause (ii) of this definition. Notwithstanding the foregoing, nothing

in this Section 4 shall prohibit the Transfer of the Rollover Units pursuant to, and in accordance with, the Contribution contemplated

by Section 7 hereof. Any action (including any purported Transfer) taken in violation of the foregoing sentences shall be null

and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to,

a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee

(which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and

hold such Stockholder Securities as if such

transferee were the Stockholder hereunder, subject to all of the restrictions, liabilities and rights under this Agreement, which shall

continue in full force and effect until the Termination Date. Notwithstanding the foregoing, nothing in this Section 4 shall prohibit

any Transfer with respect to Equity Interests (i) pursuant to any equity or equity-based awards of the Company in order to net settle

or otherwise satisfy withholding obligations upon receipt of Equity Interests or to net exercise stock options for Equity Interests (including,

for the avoidance of doubt, through a sell-to-cover or broker-assisted net settlement procedure) or (ii) to effectuate the Rollover contemplated

by this Agreement and the Merger Agreement.

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(b) At all times from the date hereof until the earlier of (i) the Rollover Closing and (ii) the Termination

Date, in furtherance of this Agreement, each Stockholder hereby authorizes the Company (or its counsel) to notify its transfer agent that

there is a stop transfer order with respect to all of the Stockholder Securities (and that this Agreement places limits on the voting

and transfer of the Stockholder Securities), subject to the provisions hereof and provided that any such stop transfer order and notice

shall immediately be withdrawn and terminated by the Company promptly following the earlier of (x) the Rollover Closing and (y) the

Termination Date.

rights that may be available to the Stockholder with respect to the Merger or all or any portion of the Stockholder Securities pursuant

to Section 262 of the DGCL.

(d) The Stockholder agrees that it will not commence or participate in, assist or knowingly encourage or receive

any economic or other benefit from any claim or other Action, whether derivative or otherwise, against Parent, Merger Subs, Sponsors,

Sponsor Related Persons, Topco, OpCo, the Company or any of their respective Affiliates, successors or assigns, or their respective boards

of directors (or similar governing bodies) and officers, relating to the negotiation, execution or delivery of this Agreement or the Merger

Agreement, or the consummation of the transactions contemplated hereby or thereby, including any such claim or other Action (A) challenging

the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking

to enjoin or delay the Closing) or (B) alleging a breach of any fiduciary duty of the Board of Directors (or a committee thereof, including

the Special Committee) or any member thereof in connection with the Merger Agreement or the Transactions, and the Stockholder hereby agrees

to take all actions necessary to opt out of any class in any class action relating to the foregoing; provided, that this ‎Section

4(d) shall not be deemed a waiver of any rights of the Stockholder or its Affiliates for any breach of this Agreement by Parent, the

Company or any of their respective Affiliates.

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Section

5. Written Consent.

(a) Prior to the execution of this Agreement, each Stockholder that as of the date hereof is a record owner

of Class B Shares and is a party to the Company Stockholders Agreement has duly executed and validly delivered to Parent an executed counterpart

to the Class B Consent and irrevocably and unconditionally agrees that the Class B Consent may not be revoked, superseded or modified

in any way, unless and until this Agreement shall have been validly terminated in accordance with Section 11. In the event that

the Merger Agreement is modified or amended in accordance with its terms after the execution of the Class B Consent and such modification

or amendment is not materially adverse to a Stockholder party to the Company Stockholders Agreement, such Stockholder shall promptly (and

in any event within one (1) Business Day) duly execute and validly deliver (or cause the holder of record of the Stockholder’s Class

B Shares to duly execute and validly deliver) to Parent a modified version of the Class B Consent (in a form approved by the Stockholders

that are signatories to the Class B Consent, Parent and the Company (acting upon the recommendation of the Special Committee), such approval

not to be unreasonably withheld, conditioned or delayed), covering all of such Stockholder’s Class B Shares and approving and consenting

to the transactions contemplated by the Merger Agreement, including the Mergers.

Section

6. Agreement to Vote and Support.

(a) From the date of this Agreement until the Termination Date, the Stockholder hereby irrevocably and unconditionally

agrees that at every annual, special or other meeting of the stockholders of the Company or any vote of the unitholders of OpCo LLC, however

called, and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of

the Company stockholders or the unitholders of OpCo LLC, the Stockholder (in Stockholder’s capacity as a holder of the Stockholder

Securities) shall, or shall cause the holder of record on any applicable record date to, in each case to the fullest extent that the Stockholder’s

shares of Stockholder Securities are entitled to vote thereon: (i) appear (in person or by proxy) at each such meeting or otherwise cause

all of Stockholder’s shares of Stockholder Securities entitled to vote to be counted as present thereat for purposes of establishing

a quorum and (ii) unconditionally and irrevocably affirmatively vote (or cause to be voted if another Person is the holder of record of

any Stockholder Securities beneficially owned by the Stockholder), in person or by proxy, (and not to withdraw any such vote), or deliver

(or cause to be delivered) and not withdraw a written consent with respect to, all the Stockholder Securities entitled to vote (A) in

favor of (1) the adoption of the Merger Agreement and the approval of the Mergers and the other transactions contemplated by the Merger

Agreement, (2) any proposal to adjourn or postpone any Company Stockholder Meeting to a later date if the Company or Parent proposes or

requests such postponement or adjournment in accordance with Section 8.03(e) of the Merger Agreement, (3) the adoption of any amended

and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, does not (x) decrease the Merger Consideration

or result in the imposition of any restriction on Stockholder’s right to receive the Merger Consideration, (y) change the form of

the Merger Consideration, or (z) make any other amendment pursuant to Section 11.03 of the Merger Agreement that results

in a change that adversely and disproportionately affects the Stockholder relative to any other stockholders of the Company (any amendment

that results in clauses (x) through (z), an “Adverse Amendment”) and (4) any other proposal considered and voted upon

by the Company stockholders at any meeting of the stockholders of the Company necessary or desirable for consummation of the Merger and

the other transactions contemplated by the Merger Agreement, and/or (B) against any (1) Acquisition Proposal and Alternative Acquisition

Agreement (or any action or proposal in furtherance of any Acquisition Proposal or Alternative Acquisition Agreement), (2) action or agreement

that would be reasonably likely to result in (I) a material breach of any representation, warranty, covenant or any other obligation or

agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement or (II) any of the conditions

set forth in Article IX of the Merger Agreement not being satisfied and (3) other action or agreement that is intended to, or which could

reasonably be expected to, materially delay, impede, interfere with, postpone, prevent or otherwise materially adversely affect the consummation

of the Mergers or the other transactions contemplated by the Merger Agreement. Subject to Section 12(a), the obligations of the Stockholder

specified in this Section 6(a) shall apply whether or not (a) the Merger or any action described above is recommended by the Special Committee

or Board of Directors or (b) there has been any Company Board Recommendation Change.

- 10 -

(b) Without limitation to Section 6(a), the Stockholder shall retain at all times the right to vote

the Stockholder Securities in its sole discretion and without any other limitation on those matters that are at any time or from time

to time presented for consideration to the Company Stockholders (other than those set forth in Section 6(a)).

Section

7. Contribution of the Rollover Shares; Retention of the Rollover Units

(a) Contribution of the Rollover Shares in Exchange for the Exchange Shares. On the terms and conditions

set forth herein, (i) the Stockholder agrees, immediately prior to and subject to the occurrence of the Effective Time (the “Rollover

Closing”), to contribute, transfer and assign to Topco all of its right, title and interest in a number of Class A Common Stock

equal to the amount set forth on Annex 1 hereto under the caption “Rollover Shares” (such shares, the “Rollover

Shares”), free and clear of any and all Liens, other than transfer restrictions imposed under applicable securities Laws or

contemplated by the Company’s Organizational Documents (which, in any event, will not prevent such contribution (the “Contribution”)),

in exchange for the issuance by Topco to the Stockholder of a number of newly issued common equity interests of Topco, having an aggregate

value equal to the value of the Rollover Shares (such interests, the “Exchange Shares”, and the transactions described

in this Section 7(a), the “Rollover”) as of the Rollover Closing, and (ii) Topco agrees, at the Rollover Closing,

to issue to the Stockholder the Exchange Shares, free and clear of any and all Liens other than those transfer restrictions imposed by

applicable securities Law or contemplated by this Agreement, Topco’s Organizational Documents and the Topco LLC Agreement. The Exchange

Shares issued to the Stockholder will have the

same original issue price and the same economic rights (including, without limitation, with respect to liquidation and dividends on a

pari passu basis) as the common equity interests issued to the Sponsors and their Affiliates in connection with the Closing.

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(b) Units as Retained Units. On the terms and conditions set forth herein, the Stockholder agrees that

each of the units of OpCo LLC set forth on Annex 1 hereto under the caption “Rollover Units” (such units, the “Rollover

Units”) shall be deemed “Retained Units” pursuant to the Merger Agreement and shall be unaffected by the transactions

contemplated by the Merger Agreement, including the LLC Merger.

documentation evidencing the issuance of the Exchange Shares to the Stockholder and (ii) duly executed counterparts to the Topco LLC Agreement

and the A&R Seller LLC Agreement.

(d) Stockholder Deliveries. At the Rollover Closing, the Stockholder shall deliver to Topco (i) a duly

executed counterpart to the Topco LLC Agreement, (ii) a duly completed and executed IRS Form W-9 or appropriate IRS Form W-8 (together

with any appropriate attachments), (iii) such other documentation as may be necessary or reasonably advisable for Topco or any of its

Affiliates, and as reasonably available to Stockholder, to reduce or eliminate withholding or other Taxes or comply with any tax or reportion

regime, in each case, that are reasonably requested by Topco in writing at least five (5) Business Days prior to the Rollover Closing.

(e) Contribution to Parent. At the Closing, immediately following the receipt of the Rollover Shares,

Topco shall indirectly contribute to Parent (through a series of contributions by Topco and its wholly owned Subsidiaries in the ownership

chain between Topco and Parent) the Rollover Shares (each contribution, a “Subsequent Contribution”). Each Subsequent

Contribution is intended to qualify as a transaction governed by Section 351 of the Code.

(f) Management Incentive Plan. Topco will adopt (or cause a designated aggregator entity

to adopt), contemporaneously with, or promptly following the Closing, a management incentive plan.

Section

8. Stockholder Covenants.

(a) The Stockholder hereby represents and warrants, and covenants and agrees, that, except for this Agreement,

such Stockholder (a) is not currently party to, and shall not enter into at any time until the Termination Date, any voting agreement,

voting trust or similar agreement with respect to any of the Stockholder Securities and does not have any Stockholder Securities currently

deposited, and shall not deposit at any time until the Termination Date any of the Stockholder Securities, in any voting trust, (b) has

not granted (which grant is currently in effect), and shall not grant at any time until the Termination

Date, a proxy, consent or power of attorney with respect to any of the Stockholder Securities, (c) has not given, and shall not give

at any time until the Termination Date, any voting instructions or authorities in any manner inconsistent with Section 6 with respect

to any of the Stockholder Securities and (d) has not taken, and shall not take at any time until the Termination Date, any action

that (i) would reasonably be expected to constitute a material breach hereof or have the effect of preventing such Stockholder from performing

any of its obligations under this Agreement or (ii) is intended to, or would reasonably be expected to, restrict, prevent, impede or delay

the consummation of the transactions contemplated by the Merger Agreement, including the Mergers; provided, that the foregoing shall not

restrict the Stockholder from the good faith negotiation and/or execution of arrangements related to the Stockholder’s

compensation and/or benefits in any way. The Stockholder agrees that it shall not, and shall cause each of its controlled Affiliates not

to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities

in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by

the Merger Agreement.

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(b) In the event that such Stockholder is a party to the Company Stockholders Agreement or the BIGH Voting

Agreement (each, as defined below), subject to and effective upon the Closing, each of the Company and the Stockholder shall cause each

of (i) the Stockholders Agreement, dated as of October 30, 2024, among the Company and the Holders party thereto (the “Company

Stockholders Agreement”) and (ii) the Voting Agreement, dated as of October 28, 2019, among Baldwin Insurance Group Holdings

LLC and the Holders party thereto (the “Original BIGH Voting Agreement”, as amended by the Amended and Restated Voting

Agreement, dated as of February 14, 2020, among BIGH and the Holders party thereto (the “Amended and Restated Voting Agreement”),

as further amended by Amendment No. 1 to the Amended and Restated Voting Agreement, dated as of October 29, 2021, as further amended by

Amendment No. 2 to the Amended and Restated Voting Agreement, dated as of September 29, 2022, as further amended by Amendment No. 3 to

the Amended and Restated Voting Agreement, dated as of December 31, 2023 collectively, the “BIGH Voting Agreement”),

to be terminated and of no further force or effect in all respects with respect to such Stockholder, and for none of the Company, the

Stockholder (or an Affiliate thereof) or any other party thereto to have any further rights or obligations thereunder, including, for

the avoidance of doubt, any rights or obligations that would otherwise survive termination pursuant to Section 4.15 of the Company Stockholders

Agreement or Section 3.12 of the BIGH Voting Agreement.

Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance of

the Company’s obligations contemplated hereby or thereby, in each case, constitute or will constitute a material breach or default,

or an event that, with or without notice or lapse of time or both, would constitute a material breach or default under, or cause or permit the

termination (or payment of any termination or similar fee), cancellation, modification or acceleration of any right or obligation or the

loss of any benefit to which the Company is entitled under any Contract or other commercial arrangement between the Stockholder (or any

Affiliate thereof) and the Company (or any Affiliate thereof).

- 13 -

(d) The Stockholder shall, effective as of the Rollover Closing, become a party to, and become subject to

and bound by, the definitive agreements for the Topco LLC Agreement and A&R Seller LLC Agreement and such other governing, organizational

or other applicable agreements or documents of OpCo LLC (the “Governing Documents”) that are consistent with the terms

set forth in the term sheet attached hereto as Exhibit A (the “Term Sheet”), respectively, by executing a counterpart

or joinder thereto; provided that in the event that the Governing Documents are not executed at or prior to the Rollover Closing, (i)

each of the Parties shall enter into, execute and deliver the Governing Documents, including the Topco LLC Agreement and the A&R Seller

LLC Agreement, as promptly as reasonably practicable thereafter, and (ii) until such time as the Governing Documents are entered into,

executed and delivered by Topco and the Stockholder and any other parties thereto, the rights and obligations set forth in the Term Sheet

shall be binding upon and enforceable against each of the Parties.

(e) The Stockholder shall not, and shall cause its controlled Affiliates to, participate in or otherwise support

any tender offer for any equity securities of the Company.

(f) The Stockholder agrees and acknowledges that the Rollover Units and the Exchange Shares are being acquired

in a transaction not involving any public offering within the meaning of the Securities Act, in reliance on an exemption therefrom. The

Stockholder understands that the Rollover Units and the Exchange Shares have not been, and will not be, approved or disapproved by the

SEC or by any other federal or state agency, and that no such agency has passed on the accuracy or adequacy of disclosures made to the

Stockholder by Topco.

(g) The Stockholder agrees and acknowledges that the Rollover Units and the Exchange Shares have not been

and will not be registered under the Securities Act or the securities Laws of any state and, unless so registered, may not be offered,

sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and any applicable state or foreign securities Laws. Except as required by the Topco LLC Agreement

and the Fourth A&R Seller LLC Agreement, the Stockholder agrees not to sell, transfer or otherwise dispose of the Exchange Shares

unless the Exchange Shares have been so registered or an exemption from such registration requirement is available. The Stockholder further

acknowledges that its ability to dispose of the Rollover Units and the Exchange Shares will be subject to the restrictions contained in

the Topco LLC Agreement and the Fourth A&R LLC Agreement, and that there will not be any public trading market for the Rollover Units

and the Exchange Shares.

- 14 -

(h) The Stockholder agrees and acknowledges that the Exchange Shares received in the Contribution, to the

extent represented by physical certificates, will bear a customary legend referencing the fact that such Exchange Shares have not been

registered under applicable securities Laws and are subject to the terms of the Topco LLC Agreement.

(i) The Stockholder is entering into this Agreement solely in such person’s capacity as the record and

beneficial owner of such Stockholder Securities and not in any other capacity. Without limiting the terms of the Merger Agreement in any

respect, nothing set forth in this Agreement shall be deemed to restrict or limit the ability of any Stockholder to take any actions in

such Stockholder’s capacity as a director or officer of the Company or from complying with such Stockholder’s fiduciary duties

in such capacity.

Section

9. [Reserved.]

Section

10. Further Assurances. From time to time and without additional consideration, each Party shall execute and deliver, or

cause to be executed and delivered, any additional documents and take such further actions that are reasonably necessary to carry out

all of its obligations under the provisions hereof.

Section

11. Efforts. The Stockholder shall (at the Company’s cost) reasonably cooperate with the Company, OpCo LLC, Parent,

Merger Subs and Topco and their respective Affiliates and use its reasonable efforts to take, or cause to be taken, all reasonable actions

and to do, or cause to be done, all reasonable things necessary, proper or advisable to consummate and make effective the transactions

contemplated by this Agreement, including to use its reasonable best efforts to furnish all information required by applicable Law in

connection with any approvals or filings with any Governmental Authority required to be obtained or made in connection with this Agreement;

provided that the Stockholder shall not have any obligation to give any guarantee or pay any consent fee or other consideration of any

nature in connection with the delivery of any such approval.

Section

12. Termination.

(a) This Agreement, and all rights and obligations of the Parties, shall terminate immediately without any

notice or other action by any Person, upon the earliest to occur of the following (the date of such termination, the “Termination

Date”):

(i) the valid termination

of the Merger Agreement in accordance with its terms;

(ii) the Effective Time;

(iii) any Adverse Amendment;

provided that the Stockholder delivers written notice to Parent at least five (5) Business Days in advance of such termination pursuant

to this Section 12(a)(iii) and such Adverse Amendment is not cured by Parent within such five (5)-Business Day period after receipt

of written notice of such termination; or

- 15 -

(iv) the written consent of each of the Parties.

(b) Upon termination of this Agreement, all obligations of the Parties under this Agreement will terminate,

without any liability or other obligation on the part of any Party to any Person in respect hereof or the transactions contemplated hereby,

and no Party shall have any claim against another (and no person shall have any rights against such Party), whether under contract, tort

or otherwise, with respect to the subject matter hereof, provided, however, that the termination of this Agreement shall

not relieve any Party from liability for fraud or any willful and material breach of this Agreement prior to such termination.

Section 18 hereof shall survive the termination of this Agreement.

Section

13. Expenses. All fees and expenses incurred in connection with the negotiation and execution of this Agreement

and the transactions contemplated hereby shall be paid by the Party incurring such fees and expenses.

Section

14. Public Announcements. The Stockholder (in its capacity as a Stockholder of the Company and/or signatory to this Agreement)

shall only make public announcements regarding this Agreement and the transactions contemplated hereby that are consistent with the public

statements made by the Company and Parent in connection with this Agreement, the Merger Agreement and the transactions contemplated thereby,

and only with the prior written consent of Parent and the Company. The Stockholder (a) consents to and authorizes the publication and

disclosure by the Company, Parent and its Affiliates of its identity and holding of the Stockholder Securities and the nature of its commitments

and obligations under this Agreement in any press release or other disclosure document that Parent or the Company reasonably determines

to be necessary in connection with the Mergers and any transactions contemplated thereby and any disclosure required by the SEC or other

Governmental Authority, provided that each of the Company, Parent and the Stockholder shall reasonably cooperate with each other

in the preparation of any such disclosure required by the SEC or other Governmental Authority and the Company and Parent shall provide

the Stockholder and its counsel reasonable opportunity to review and comment thereon and shall accept any such reasonable comments and

Stockholder shall approve any such disclosure applicable to Stockholder prior to any such filing, (b) authorizes the Company and Parent

to include this Agreement as an exhibit to any filing required to be made by the Company or Parent with the SEC in connection with this

Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, (c) agrees to promptly give to Parent and the Company,

after written request therefor, any information Parent or the Company may reasonably require for the preparation of any such disclosure

documents (including furnishing all information concerning such Stockholder and its Affiliates to Parent and the Company that is reasonably

necessary for the preparation and filing of the Proxy Statement and the Schedule 13E-3, and reasonably assisting and cooperating with

Parent and the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of any

comments thereto received from the SEC) and (d) notify Parent and the Company of any required corrections with respect to any written

information supplied by the Stockholder specifically for use in any such disclosure document, if and to the extent that the Stockholder

shall become aware that any such information shall have become false or misleading in any material respect. Parent and the Company consent to and authorize the publication

and disclosure by the Stockholder of the nature of its commitments and obligations under this Agreement and such other matters as may

be required in connection with the Mergers in any Form 4, Schedule 13D, Schedule 13G or other disclosure required by the SEC or other

Governmental Authority to be made by the Stockholder in connection with the Mergers, provided that the Stockholder shall provide

Parent and the Company and their respective counsel reasonable opportunity to review and comment thereon and shall accept any such reasonable

comments. If applicable and to the extent required under applicable Law, the Stockholder shall promptly and in accordance with applicable

Law amend its Schedule 13D filed with the SEC to disclose this Agreement and the Stockholder shall (i) provide a reasonable opportunity

to the Company, Parent and Merger Subs to review and comment on any such draft and (ii) consider in good faith all comments thereto proposed

by the Company, Parent or Merger Subs prior to such filing.

- 16 -

Section

15. Adjustments. In the event (a) of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification,

combination, exchange of shares or the like of the Company Common Stock on, of or affecting the Stockholder Securities or (b) that the

Stockholder shall directly or indirectly acquire or become the beneficial owner of any additional shares of the Company Common Stock or

other Equity Interests or any other securities entitling the Stockholder to vote or give consent with respect to the matters contemplated

hereby (including pursuant to a stock split, reverse stock split, stock dividend or distribution (including any dividend or distribution

of securities convertible into Company Shares), recapitalization, reorganization, combination, reclassification, exchange of shares or

similar transaction), then (i) the Company in the case of clause (a) and/or Stockholder in the case of clause (b) shall

notify Parent and in the case of clause (b), the Company promptly in writing and (ii) the terms of this Agreement shall apply to

the shares of the Company Common Stock or other Equity Interests held by the Stockholder immediately following the effectiveness of the

events described in clause (a) or the Stockholder becoming the beneficial owner thereof as described in clause (b), as though,

in either case, they were Stockholder Securities and subject to all terms and provisions hereunder.

Section

16. No Solicitation. The Stockholder shall not, shall cause each of its Affiliates and its and their Representatives not

to, directly or indirectly, take any action that the Company or its Subsidiaries or its or their Representatives would then be prohibited

from taking under Section 6.03 of the Merger Agreement as if such section of the Merger Agreement applied, mutatis mutandis,

to the Stockholder or that would otherwise cause the Company, its Subsidiaries or any of their respective Representatives to violate Section

6.03 of the Merger Agreement. Notwithstanding anything to the contrary herein, the Stockholder and its Subsidiaries shall not enter into

any Contract with any Person that prohibits or otherwise limits the Stockholder from complying with its obligations in this Section

16.

Section

17. Tax Treatment. For U.S. federal (and all applicable state and local) income tax purposes, the Parties agree that the

Rollover is intended to be treated as a tax-deferred contribution pursuant to Section 351 of the Code and that the conversion of OpCo

LLC Units into Seller LLC Units pursuant to Section 2.10(f) of the Merger Agreement is intended to be treated under Internal Revenue Code

Section 721 and the principles of Revenue Ruling 84-52 as a conversion that will not cause the owners of units of OpCo LLC to recognize

gain or loss and each Party agrees that it will (and will cause its Affiliates to) file all U.S. federal (and applicable state and local)

income tax returns consistent with the foregoing, and will not take any position in any audit or other tax proceeding inconsistent with

the foregoing unless otherwise required by a final determination. The Stockholder acknowledges and agrees that (i) the Stockholder has

had an opportunity to review with the Stockholder’s own tax advisors the federal, state, local and foreign tax consequences of the

transactions contemplated by this Agreement and (ii) the Stockholder is relying solely on such advisors and not on any advice of Parent,

Topco, OpCo LLC, the Company or any of their respective Affiliates or Representatives. Each Stockholder agrees to provide to Parent such

information as is requested by Parent and reasonably available to the Stockholder for Parent to prepare and file Tax Returns with respect

to the Contribution, including information described in Treasury Regulation Section 1.351-3(b).

- 17 -

Section

18. Other Acknowledgements. If the Stockholder is a party to the Voting Agreement, dated as of January 1, 2026, by and among

the Company and the seller parties thereto (the “CAC Voting Agreement”), the Stockholder acknowledges and agrees that,

effective as of the Closing, the CAC Voting Agreement is terminated and of no further force or effect.

Section

19. Miscellaneous.

(a) Notices. All notices, requests and other communications to any Party hereunder shall be in writing

(including electronic mail (“email”) transmission, so long as a receipt of such email is requested and received or

a confirming copy of such notice is sent on the same day by a nationally recognized overnight courier service (costs prepaid)) and shall

be given.

(i) If to the Stockholder:

[Stockholder]

[Address]

[City, State ZIP]

Attn:

[___]

Email:

[___]

with a copy (which shall not constitute notice) to:

Katzke, Miller & Morgenbesser LLP

Attn:

Michael S. Katzke

Joshua M. Miller

Email:

[***]

(ii) If to Parent, Merger Subs or Topco:

Square Acquisition Parent, Inc.

c/o Sequence AI Holdings, Inc.

300 Vesey Street, Suite 1230

New York, NY 10282

Attn:

Michael Lee

Email:

[***]

- 18 -

with copies (which will not constitute

notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attn:

Ian Nussbaum

Sean Parish

Julian Azran

Seth Gottlieb

Email:

[***]

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

Attn:

C. Andrew Gerlach

Lauren S. Boehmke

Email:

[***]

(iii) If to the Company:

The Baldwin Insurance Group, Inc.

4211 W. Boy Scout Blvd., Suite 800

Tampa, Florida 33607

Attn:

Seth Cohen, General Counsel and Corporate Secretary

Email:

[***]

with a copy (which shall not constitute

notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention:

Oliver Smith

Michael Gilson

Email:

[***]

or to such other address or email address as such

Party may hereafter specify for the purpose by notice to the other Parties. All such notices, requests and other communications

shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place

of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall

be deemed to have been received on the next succeeding Business Day in the place of receipt

- 19 -

(b) Headings; Interpretations. The headings contained in this Agreement are for reference purposes

only and shall not affect in any way the meaning or interpretation of this Agreement. Section 1.02 of the Merger Agreement shall

apply, mutatis mutandis, to the terms of this Agreement. An “Affiliate” of the Stockholder will only be

deemed to be an Affiliate under this Agreement for so long as it continues to the meet the definition of such term.

in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon

the same instrument, it being understood that the Parties need not sign the same counterpart. Any such counterpart, to the

extent delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic

Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the

same binding legal effect as if it were the original signed version thereof delivered in person. This Agreement shall become

effective when each Party shall have received a counterpart hereof signed (including by electronic signature) by all of the other Parties. Until

and unless each Party has received a counterpart hereof signed (including by electronic signature) by the other Party, this Agreement

shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement

or other communication). No Party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any

signature or agreement or instrument was executed electronically or transmitted or communicated through the use of an Electronic Delivery,

as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent such defense relates

to lack of authenticity.

(d) Entire Agreement, No Third-Party Beneficiaries. This Agreement and the Merger Agreement (i) constitutes

the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings

both oral or written, with respect to the subject matter of this Agreement and (ii) (x) shall be binding upon and shall inure to the benefit

of the Parties and their respective successors and assigns and (y) is not intended to confer any rights, benefits, remedies, obligations

or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns. Nothing in this Agreement

shall be deemed to amend, alter or modify, in any respect, any of the provisions of the Merger Agreement.

(e) Governing Law, Jurisdiction. This Agreement and any and all Actions arising out of or relating

to this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance of this Agreement, shall be governed

by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state. The

Parties hereto irrevocably agree that any Action seeking to interpret or enforce any provision of, or based on any matter arising out

of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by

any Party or any of its Affiliates or against any Party or any of its Affiliates) shall be brought in the Court of Chancery of the State

of Delaware or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state

court, and each of the Parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate

courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or

hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been

brought in an inconvenient forum. Process in any such Action may be served on any Party anywhere in the world, whether within

or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on

such Party as provided in this Section 19(e) shall be deemed effective service of process on such Party.

- 20 -

(f) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED

TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g) Assignment. Other than in connection with any Transfer permitted by Section 4, no Party

may assign, delegate or transfer either this Agreement or any of its rights or obligations hereunder without the prior written approval

of the other Parties, except that Parent, Merger Subs and Topco will have the right to assign all or any portion of their respective rights

and obligations pursuant to this Agreement to any Affiliate thereof or any party to whom they have assigned the Merger Agreement; provided,

however, that, following the Effective Time, Parent, Merger Subs and Topco may assign, in their sole discretion and without the

consent of any other party, any or all of their rights, interests and obligations hereunder to each other or to one or more direct or

indirect wholly-owned Subsidiaries of Parent in connection with the assignment of the rights, interests and obligations of Parent, Merger

Subs and/or Topco under the Merger Agreement to such direct or indirect wholly-owned Subsidiaries of Parent in accordance with the terms

of the Merger Agreement; provided, further, that no such assignment shall relieve Parent, Merger Subs or Topco of any of their respective

obligations under this Agreement. Any assignment in violation of the preceding sentence shall be void ab initio. Subject to the preceding

two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors

and assigns.

(h) Severability of Provisions. If any term, provision, covenant or restriction of this Agreement is

held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms,

provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired

or invalidated so long as the economic or legal substance of the transactions contemplated hereby, taken as a whole, is not affected in

any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate

in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner

in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

- 21 -

(i) Specific Performance. The Parties agree that irreparable damage would occur if any provision of

this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated hereby)

were not performed in accordance with the terms hereof for which money damages, even if available, would not be an adequate remedy, and

that the Parties shall be entitled, prior to any termination of this Agreement, to seek an injunction or injunctions to prevent breaches

or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the courts referred

to in ‎Section 19(e), in addition to any other remedy to which they may be entitled at law or in equity. The

Parties agree not to assert that a remedy of specific performance or other equitable relief is unenforceable, invalid, contrary to law

or inequitable for any reason (other than on the grounds that such remedy is sought in violation of the terms hereof), and not to assert

that a remedy of monetary damages would provide an adequate remedy or that the Parties otherwise have an adequate remedy at law. The

Parties further agree to waive any requirement for the securing or posting of any bond in connection with such remedy, and that such remedy

shall be in addition to any other remedy to which a Party is entitled at law or in equity.

(j) Amendment; Waiver. No amendment or modification of this Agreement shall be effective unless it

shall be in writing and signed by each of the Parties and, with respect to the Company, approved by the Board of Directors (subject to

the prior approval of the Special Committee), and no waiver or consent hereunder shall be effective against any Party unless it shall

be in writing and signed by such Party and, with respect to the Company, approved by the Board of Directors (subject to the prior approval

of the Special Committee).

(k) No Presumption. The Parties have participated jointly in the negotiation and drafting of this Agreement

and each has been represented by counsel of its choosing and, in the event of an ambiguity or question of intent or interpretation arises,

this Agreement will be construed as if drafted jointly by such Parties and no presumption or burden of proof will arise favoring or disfavoring

any Party due to the authorship of any provision of this Agreement.

(l) No Agreement Until Executed. This Agreement shall not be effective unless and until (i) the Merger

Agreement is executed by all parties thereto and (ii) this Agreement is executed by the Parties.

(m) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or

Merger Subs any direct or indirect ownership or incidence of ownership of or with respect to the Stockholder Securities. All rights, ownership

and economic benefits of and relating to the Stockholder Securities shall remain vested in and belong to Stockholder, and neither Parent

nor Merger Subs shall have any authority to manage, direct, restrict,

regulate, govern, or administer any of the policies or operations of the Company and none of Parent nor Merger Subs shall exercise any

power or authority to direct the Stockholder in the voting of any of the Stockholder Securities, except as otherwise specifically provided

herein.

- 22 -

(n) No Recourse. All claims, obligations, liabilities and causes of action based upon, in respect of,

arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely

of) the Parties and their respective successors and assigns. Except as set forth in the immediately sentence, no Person, including

the Sponsors or any Sponsor Related Person, shall have any liabilities, obligations or commitments of any nature (whether known or unknown,

due or to become due, absolute, contingent or otherwise) hereunder, and no recourse hereunder or in respect of any oral representations

made or alleged to be made in connection herewith (or in connection with the transactions contemplated hereby) shall be had against any

Person who is not a Party, including the Sponsors or any Sponsor Related Person, whether by the enforcement of any assessment or by any

legal or equitable action, or by virtue of any statute, regulation or other Applicable Law or otherwise (whether by or through attempted

piercing of the corporate (or limited liability company or limited partnership) veil or otherwise).

[Signature

pages follow]

- 23 -

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be duly executed and delivered as of the date first written above.

SQUARE ACQUISITION PARENT, INC., a Delaware corporation

By:

Name:

Michael J. Lee

Title:

Chief Executive Officer and President

SQUARE ACQUISITION MERGER SUB I, INC., a Delaware corporation

By:

Name:

Michael J. Lee

Title:

Chief Executive Officer and President

SQUARE ACQUISITION MERGER SUB II, LLC, a Delaware limited liability company

By:

Name:

Michael J. Lee

Title:

Chief Executive Officer and President

SQUARE ACQUISITION TOPCO, LLC, a Delaware limited liability company

By:

Name:

Michael J. Lee

Title:

Chief Executive Officer and President

[Signature Page to Voting, Support and Rollover Agreement]

THE BALDWIN INSURANCE GROUP, INC.

By:

Name:

Seth Cohen

Title:

General Counsel & Corporate Secretary

THE BALDWIN INSURANCE GROUP HOLDINGS, LLC

By:

Name:

Seth Cohen

Title:

General Counsel & Corporate Secretary

[Signature Page to Voting, Support and Rollover Agreement]

[STOCKHOLDER]

By:

[Signature Page to Voting, Support and Rollover Agreement]

Annex 1

Stockholder Securities

Stockholder Name

[___]

Shares of Company Common Stock

[___] Class A Common Stock

[___] Class B Common Stock

Rollover Shares

[___]

Number of LLC Units

[___]

Rollover Units

[___]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: dp253297_ex1002.htm · Sequence: 4

Exhibit 10.2

AMENDMENT NO. 1

TO THE

TAX RECEIVABLE AGREEMENT

This Amendment No. 1 (this

“Amendment”) to the Tax Receivable Agreement (the “Tax Receivable Agreement”), dated as of October

28, 2019, by and among The Baldwin Insurance Group, Inc. (formerly BRP Group, Inc.), a Delaware corporation (the “Company”),

The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), a Delaware limited liability company (“OpCo

LLC”) and each of the Members (as defined therein) party thereto is entered into as of September 14, 2026, by and among the

undersigned parties hereto (collectively, the “Parties”).

RECITALS

WHEREAS, the Company, OpCo

LLC and the Members are parties to the Tax Receivable Agreement;

WHEREAS, concurrently with

the execution of this Amendment, the Company, OpCo LLC, Square Acquisition Parent, Inc., a Delaware corporation (“Parent”),

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

Sub II, LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of Parent (“LLC Merger Sub”

and, together with Merger Sub, “Merger Subs”), are entering into that certain Agreement and Plan of Merger, dated as

of the date hereof (the “Merger Agreement”), pursuant to which, among other things, on the terms and subject to the

conditions set forth in the Merger Agreement, (a) OpCo LLC will form a new, wholly owned Delaware limited liability company (“Seller

LLC”), and Seller LLC will form a new, wholly owned Delaware limited liability company (“Seller Merger Sub”),

(b) Parent will cause LLC Merger Sub to merge with and into OpCo LLC (the “LLC Merger”), with OpCo LLC surviving the

LLC Merger, (c) simultaneously with the LLC Merger, Merger Sub will merge with and into the Company (the “Merger”),

with the Company surviving the Merger as a wholly owned subsidiary of Parent (the LLC Merger and the Merger, together, the “Initial

Mergers”), and (d) immediately following the Initial Mergers, the Company and Seller LLC will cause Seller Merger Sub to merge

with and into OpCo LLC (the “Second LLC Merger” and, together with the Initial Mergers, the “Mergers”);

WHEREAS, concurrently with

the execution of this Amendment, certain stockholders of the Company and unitholders of OpCo LLC (collectively, the “Rollover

Holders”), are entering into that certain Voting, Support and Rollover Agreement with Parent (the “Voting, Support

and Rollover Agreement”), pursuant to which, among other things, the Rollover Holders will, subject to the terms and conditions

thereof, (a) vote or cause to be voted any shares of Class A Common Stock and Class B Common Stock of the Company owned or controlled

by them in favor of adopting the Merger Agreement and (b) immediately prior to the consummation of the Mergers, contribute to Ultimate

Parent a number of shares of Class A Common Stock set forth therein in exchange for equity interests of Ultimate Parent and agree not

to effect an Exchange of, and to retain, certain Common Units immediately prior to the Effective Time;

WHEREAS, Section 7.07 of the

Tax Receivable Agreement provides that the Tax Receivable Agreement may be amended if such amendment is approved in writing by the Company

and the Members who would be entitled to receive at least two-thirds (⅔) of the aggregate amount of the Early Termination Payments

payable to all Members under the Tax Receivable Agreement if the Company had exercised its right of early termination on the date of the

most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Member pursuant to the

Tax Receivable Agreement since the date of such most recent Exchange) (the “Requisite Members”);

WHEREAS, the Members who are

Parties hereto constitute the Requisite Members;

WHEREAS, in connection with

and contingent and conditioned upon consummation of the Mergers and the transactions contemplated thereby, the Parties desire to terminate

the Tax Receivable Agreement and all amounts payable thereunder and provide for the payment

by the Company to the Members, simultaneously and on the Closing Date of the Mergers, of the Final TRA Payments (as defined below) as

set forth herein; and

WHEREAS, the Parties desire

to execute this Amendment to (i) set forth the process by which the amount of such Final TRA Payments will be determined, (ii) clarify

that the Tax Receivable Agreement will be terminated, automatically and without any further action of the Parties hereto, following the

payment by the Company of such Final TRA Payments and (iii) specify certain other terms and conditions set forth below.

NOW, THEREFORE, in consideration

of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree

as follows:

1. Definitions;

References. Unless otherwise specifically defined herein, each capitalized term used herein but not otherwise defined herein shall

have the meaning assigned to such term in the Tax Receivable Agreement. This Amendment is intended to and shall constitute an amendment

of the Tax Receivable Agreement. To the extent there is a conflict or inconsistency between the terms of this Amendment and the terms

of the Tax Receivable Agreement (prior to giving effect to this Amendment), this Amendment shall govern.

2. Tax

Receivable Agreement Acceleration Upon Change of Control. The Parties agree that, anything to the contrary contained in the Tax Receivable

Agreement notwithstanding, and without any further action on the part of any Person (including the Parties), the Tax Receivable Agreement

shall be terminated in its entirety upon payment of the Final TRA Payments described herein, and thereafter no Person shall have any further

rights or obligations under the Tax Receivable Agreement (it being understood that prior to the Effective Time and the payment of the

Final TRA Payments, this Amendment shall not have any effect on the rights and obligations of the parties to the Tax Receivable Agreement).

3. Final

TRA Payments.

(a) The

Parties agree that, on the Closing Date (as such term is defined in the Merger Agreement) (the “Closing Date”) at the

Effective Time (as such term is defined in the Merger Agreement), the Company shall pay, or cause to be paid, simultaneously, to each

Member, an amount equal to (i) the Specified TRA Payment Amount determined with respect to such Member pursuant to Section 3(b) below

minus (ii) any payments made under the Tax Receivable Agreement to such Member between the date hereof and the Effective Time (such

payment contemplated by clause (ii), the “Interim TRA Payment” and such payment as calculated pursuant to clause (i)

and (ii), the “Final TRA Payment” and collectively, the “Final TRA Payments”) by wire transfer of

immediately available funds to an account designated in writing by such Member to the Company prior to the Closing (as such term is defined

in the Merger Agreement). Notwithstanding anything herein to the contrary, in no event will the aggregate Final TRA Payments payable hereunder

exceed the Aggregate Specified TRA Payment Cap Amount (as defined in Annex A).

(b) As

promptly as practicable after the date hereof, the Company shall determine the Specified TRA Payment Amount with respect to each Member

in accordance with the procedures set forth on Annex A. Promptly after the determination of the Specified TRA Payment Amount

with respect to each Member, (i) the Specified TRA Payment Amount as so determined with respect to each Member shall be set forth on an

annex to be prepared by the Company and appended to this Amendment as Annex B in the form attached hereto, and (ii) the Company shall

communicate in writing to each Member the Specified TRA Payment Amount with respect to such Member.

A and Annex B shall not be amended, modified or otherwise adjusted without the prior written consent of all of the Parties and Parent,

except as set forth in Section ‎3‎(a). The Company’s obligation to deliver any schedules, notices and documentation

described in Article II, Article III or Article IV of the Tax Receivable Agreement relating to the calculation and payment of any Final

TRA Payment is hereby waived. Upon receipt by a Member of its respective Final TRA Payment, the Company, OpCo LLC and their Affiliates

(including Parent and its Affiliates and the Sponsors (as defined in the Merger Agreement) and Sponsor Related Persons (as defined in

the Merger Agreement) following the Effective Time) shall have no further payment or other obligations under the Tax Receivable Agreement

or this Amendment to such Member or any other Person claiming through such Member on account of such Member’s interest in the

Tax Receivable Agreement, and each Member

hereby accepts (and any Member not a Party to this Amendment shall be deemed to accept) such Member’s respective Final TRA Payment

in full satisfaction of all amounts to which such Member is or would be entitled under the Tax Receivable Agreement or this Amendment

and releases, remises and forever discharges the Company, OpCo LLC and their Affiliates (including Parent and its Affiliates following

the Effective Time) and its and their respective successors, shareholders, directors, officers and employees from any obligation or liability

under, arising out of or relating to the Tax Receivable Agreement or this Amendment, except for such Member’s right to receive its

Final TRA Payment.

4. Intended

Tax Treatment. Consistent with the terms of the Tax Receivable Agreement, the Parties agree that for United States federal tax purposes

(including Section 743 of the Code) and for similar purposes of state, local and foreign law, as applicable, (a) a portion of the Final

TRA Payment paid to a Member hereunder is attributable to OpCo LLC Units that were sold or exchanged by the Member (including the Rollover

Holders) in connection with transactions not contemplated by the Merger Agreement and is intended to be treated as additional consideration

to such Member with respect to such OpCo LLC Units, unless otherwise required by law, with a portion of such additional consideration

treated as imputed interest to the extent required by law (as reasonably determined by the Company) (payments pursuant to this clause

(a), “Historic TRA Payments”), and (b) the remainder of the Final TRA Payment paid to such Member is intended to be

treated for all tax purposes as (i) to the extent such Member exchanges OpCo LLC Units for cash in the Mergers, as additional consideration

payable to such Member hereunder by the Company for the OpCo LLC Units exchanged by such Member (payments pursuant to this clause (b)(i),

“Current Exchange TRA Payments”) and (ii) to the extent such Member retains OpCo LLC Units after the Mergers, as a

payment made to terminate the Tax Receivable Agreement governed by Section 1234A of the Code (payments pursuant to this clause (b)(ii),

“Current TRA Termination Payments”), with the allocation of the Final TRA Payment with respect to each Member among

the Historic TRA Payment, if any, the Current Exchange TRA Payment and the Current TRA Termination Payment, in each case with respect

to such Member, determined as reasonably agreed by the Company and the Securityholder Representative (as defined in the Merger Agreement)

(the “Intended Tax Treatment”). In connection with the payment of the Final TRA Payment to each Member, the Company

shall provide such Member in a timely manner, and in any event within 30 days after such payment, a statement which sets forth the tax

allocation of the Final TRA Payment among (i) the Historic TRA Payment and (ii) the Current Exchange TRA Payment. Any reduction to a Final

TRA Payment by reason of any Interim TRA Payment pursuant to Section ‎3‎(a) shall reduce the Historic TRA Payments. The

Members, on the one hand, and Parent and the Company, on the other hand, shall promptly provide each other with such additional information

and assistance as reasonably requested by the other party in connection with tax reporting matters relating to the payments contemplated

by this Amendment. As part of the Intended Tax Treatment, the Final TRA Payments hereunder will be further allocated to and among the

assets of OpCo LLC for purposes of Section 743 and Section 755 of the Code and otherwise as required for purposes of the Code as reasonably

determined by the Company consistent with the applicable provisions of the Code and the regulations thereunder. The Parties shall file

all Tax Returns in a manner consistent with the Intended Tax Treatment hereunder and shall not take a position on any Tax Return or in

connection with any administrative or judicial or similar proceeding in respect of Taxes that is inconsistent with the Intended Tax Treatment,

except as required by a determination within the meaning of Section 1313(a) of the Code.

5. Amendment

Termination. This Amendment shall automatically terminate and be of no force and effect upon the earliest to occur of: (a) the valid

termination of the Merger Agreement pursuant to Article 10 thereof in accordance with its terms; and (b) an amendment to the Merger Agreement

effected without the consent of the Requisite Members that decreases the amount of, or changes the form, of Merger Consideration (as such

term is defined in the Merger Agreement). For the avoidance of doubt, the termination of this Amendment shall not by itself constitute

a termination of the Tax Receivable Agreement. Following the termination of this Amendment, all obligations of each of the Parties under

this Amendment will terminate, without any liability or other obligation on the part of any Party to any Person in respect of this Amendment

or the obligations hereunder, and no Party shall have any claim against another Party (and no Person shall have any rights against another

Party hereto), whether under contract, tort or otherwise, with respect to this Amendment or the obligations under this Amendment, and

the Tax Receivable Agreement shall remain in full force and effect. Notwithstanding the foregoing, nothing in this Amendment or any termination

of this Amendment shall relieve any Party from liability from any Willful and Material Breach of this Amendment prior to such termination.

The Parties acknowledge and agree that this Amendment has been approved, executed and delivered by all Persons required to amend the Tax

Receivable Agreement pursuant to Section 7.07 of the Tax Receivable Agreement.

6. Amendments;

Waivers. Notwithstanding anything to the contrary herein or in Section 7.07 of the Tax Receivable Agreement, the Parties acknowledge

and agree that neither this Amendment nor the Tax Receivable Agreement may be amended, restated, modified or supplemented and no provision

hereof or thereof may be waived unless such amendment, restatement, modification, supplement or waiver is approved in writing by (a) the

Company, (b) the Requisite Members and (c) to the extent provided in Section 9, Parent; provided that this Amendment shall be amended

to attach Annex B (as prepared in accordance with the terms of this Amendment).

7. Representations

and Warranties of the Company and OpCo LLC. The Company and OpCo LLC each represent and warrant to the Members and Parent as follows

(which representations and warranties shall survive until the expiration of the applicable statute of limitations):

(a) Such

Party has all requisite corporate or limited liability company power and authority to execute and deliver this Amendment and to perform

its obligations hereunder. Such Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation

(except to the extent the “good standing” concept is not applicable in any relevant jurisdiction). The execution and delivery

by such Party of this Amendment and the performance by such Party of this Amendment and the consummation by such Party of the transactions

contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of

such Party. This Amendment has been duly and validly executed and delivered by such Party and constitutes a valid and binding obligation

of such Party, enforceable against such Party in accordance with its terms, except as such enforcement may be limited by general equitable

principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial

decisions from time to time in effect which affect creditors’ rights generally.

(b) Neither

the execution and delivery by such Party of this Amendment, nor the consummation by such Party of the transactions contemplated hereby,

will (i) conflict with or violate any provision of the organizational documents of such Party, (ii) require on the part of the Company

any notice to or filing with, or any permit, authorization, consent or approval of, any governmental entity or (iii) violate any order,

writ, injunction, decree, statute, rule or regulation applicable to such Party or any of its properties or assets, except, in the case

of clause (ii) as would not, individually or in the aggregate, prevent or delay the performance by such Party of any of its obligations

under this Amendment.

Party acknowledges that no person has made any representation or warranty, express or implied, as to the accuracy or completeness of any

information regarding the Members furnished or made available to such Party and its representatives except as expressly set forth in this

Amendment, the Merger Agreement or the Voting, Support and Rollover Agreement.

8. Representations

and Warranties of the Members. Each of the Members that are Parties hereto represents and warrants to the other Parties hereto and

Parent as follows (which representations and warranties shall survive until the expiration of the applicable statute of limitations):

(a) Such

Party has all requisite power and authority (corporate, partnership, limited liability company or otherwise) to execute and deliver this

Amendment and to perform its obligations hereunder. Such Party is duly organized, validly existing and in good standing under the laws

of its jurisdiction of formation (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction).

The execution and delivery by such Party of this Amendment and the performance by such Party of this Amendment and the consummation by

such Party of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other organizational

action on the part of such Party. This Amendment has been duly and validly executed and delivered by such Party and constitutes a valid

and binding obligation of such Party and each other person entitled to payment under the Tax Receivable Agreement, enforceable against

such Party and each other person entitled to payment under the Tax Receivable Agreement in accordance with its terms, except as such enforcement

may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws,

legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

(b) Neither

the execution and delivery by such Party of this Amendment, nor the consummation by such Party of the transactions contemplated hereby,

will (i) conflict with or violate any provision of the organizational documents of such Party, (ii) require on the part of such Party

any notice to or filing with, or any permit, authorization, consent or approval of, any governmental entity or (iii) violate any order,

writ, injunction, decree, statute, rule or regulation applicable to such Party or any of its properties or assets.

Party acknowledges that no person has made any representation or warranty, express or implied, as to the accuracy or completeness of any

information regarding the Company or OpCo LLC furnished or made available to such Party and its representatives except as expressly set

forth in this Amendment, the Merger Agreement or the Voting, Support and Rollover Agreement.

9. Third

Party Beneficiary. The Parties agree that Parent is an express third party beneficiary of this Amendment and this Amendment is enforceable

by Parent in all respects and no provision of this Amendment may be modified, amended, adjusted or waived without Parent’s written

consent.

10. Governing

Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This

Amendment and any and all suits, actions or proceedings arising out of or relating to this Amendment or any transaction contemplated hereby

or the negotiation, execution or performance of this Amendment shall be governed by and construed in accordance with the laws of the State

of Delaware, without regard to the conflicts of law rules of such state.

(b) The

Parties irrevocably agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out

of or in connection with, this Amendment or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates

or against any Party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware or, if such court shall

not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the Parties hereby

irrevocably and unconditionally consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom)

in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any claim of lack of personal jurisdiction

or improper venue and any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding

in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process

in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of

any such court. Without limiting the foregoing, each Party agrees that service of process on such Party at the addresses set forth in

the Tax Receivable Agreement shall be deemed effective service of process on such Party.

OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11. Counterparts;

Effectiveness. This Amendment may be signed (including by electronic signatures) in any number of counterparts, each of which shall

be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, it being understood that the

Parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .tif, .gif, .jpg or similar

attachment to electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects

as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version

thereof delivered in person. This Amendment shall become effective when each Party shall have received a counterpart hereof signed (including

by electronic signature) by the other Parties. Until and unless each Party has received a counterpart hereof signed (including by electronic

signature) by the other Parties, this Amendment shall have no effect and no Party shall have any right or obligation hereunder (whether

by virtue of any other oral or written agreement or other communication). No Party may raise the use of an Electronic Delivery to deliver

a signature, or the fact that any signature or agreement or instrument was executed electronically or transmitted or communicated through

the use of an Electronic Delivery, as a defense to the formation

of a contract, and each Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

12. Entire

Agreement. This Amendment, the Tax Receivable Agreement, the Merger Agreement (including any exhibits thereto), the Voting, Support

and Rollover Agreement and other agreements among the Parties as contemplated by or referred to herein and therein constitute the entire

agreement among the Parties with respect to the subject matter of this Amendment and supersedes all prior agreements and understandings,

both oral and written, among the Parties with respect to the subject matter hereof (including the Tax Receivable Agreement).

13. Specific

Performance. This Amendment shall be binding upon, inure solely to the benefit of and be enforceable by the Parties hereto and their

respective successors and permitted assigns, and nothing express or implied in this Amendment is intended to, or shall, confer upon any

other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause any Party to enforce, the obligations

set forth herein; provided, however, that Parent is an intended third-party beneficiary of this Amendment and may enforce it directly.

Each Party shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches or

threatened breaches of this Amendment or to enforce specifically the performance of the terms and provisions hereof in the courts provided

in Section ‎10.

14. Severability.

Any term or provision of this Amendment 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 Amendment 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 Amendment is invalid or unenforceable, the Parties shall not object to the court making such determination having 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, enforceable, and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and

this Amendment shall be valid and enforceable as so modified. In the event such court does not exercise the power available to it in the

prior sentence, this Amendment shall be deemed amended to replace such invalid or unenforceable term or provision with a valid and enforceable

term or provision that will most closely achieve the economic, business, and other purposes of such invalid or unenforceable term or provision.

15. Interpretation.

The words “hereof”, “herein” and “hereunder” and words of like import used in this Amendment shall

refer to this Amendment as a whole and not to any particular provision of this Amendment. The captions herein are included for convenience

of reference only and shall be ignored in the construction or interpretation hereof. References to Sections are to Sections of this Amendment

unless otherwise specified. Any singular term in this Amendment shall be deemed to include the plural, and any plural term the singular.

Whenever the words “include”, “includes” or “including” are used in this Amendment, they shall be

deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words

of like import. References to any Person include the successors and permitted assigns of that Person. The Parties have participated jointly

in the negotiation and drafting of this Amendment and each has been represented by counsel of its choosing and, in the event an ambiguity

or question of intent or interpretation arises, this Amendment will be construed as if drafted jointly by the Parties and no presumption

or burden of proof will arise favoring or disfavoring any Party due to the authorship of any provision of this Amendment. “Willful

and Material Breach” means a material breach of, or a material failure to perform, any covenant or agreement set forth in this

Amendment, in each case that is a consequence of an act undertaken by the breaching Party or the failure by the breaching Party to take

an act it is required to take under this Amendment, with the actual knowledge that the taking of or failure to take such act would, or

would be reasonably expected to, result in, constitute or cause a breach of this Amendment.

16. Further

Assurances. Subject to the terms and conditions of this Amendment, each Party shall use reasonable best efforts to take, or cause

to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill such Party’s obligations under this Amendment.

17. Expenses.

All fees and expenses incurred in connection with the negotiation and execution of this Amendment and the transactions contemplated hereby

shall be paid by the Party incurring such fees and expenses, whether or not the Mergers or the transactions contemplated by this Amendment

are consummated.

18. Assignment. The rights and obligations under this Amendment may not be assigned or delegated (whether

by operation of law, merger, consolidation or otherwise) by any Party without the prior written consent of each other Party, and any attempted

assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, without the prior written consent of the other

Parties, the Company and OpCo LLC may assign or delegate their rights and obligations as contemplated by the Merger Agreement (including

pursuant to the Mergers). Any purported assignment of this Amendment in contravention of this Section ‎18 shall be null and

void ab initio. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors

and permitted assigns.

[Signature Page Follows]

IN WITNESS THEREOF, the undersigned has executed this Amendment as

of the day and year first above written.

THE BALDWIN INSURANCE GROUP, INC.

By:

/s/ Trevor Baldwin

Name:

Trevor Baldwin

Title:

Chief Executive Officer

THE BALDWIN INSURANCE

GROUP HOLDINGS, LLC

By:

/s/ Trevor Baldwin

Name:

Trevor Baldwin

Title:

Chief Executive Officer

[Signature Page to TRA Amendment]

MEMBERS:

BIGH, LLC

By:

/s/ Lowry Baldwin

Name

Lowry Baldwin

Title:

Managing Member

BRAD HALE

By: /s/ Brad Hale

Name Brad Hale

DANIEL A GALBRAITH AS TTEE OF THE DANIEL A GALBRAITH REVOCABLE TRUST DTD 7/27/2020

By:

/s/ Dan Galbraith

Name

Dan Galbraith

Title:

President

Elizabeth A. Galbraith, as Trustee of the Daniel A. Galbraith 2020 Irrevocable Trust, dated August 5, 2020

By:

/s/ Elizabeth Galbraith

Name

Elizabeth Galbraith

Title:

Boss

ELIZABETH H KRYSTYN AS TTEE OF THE ELIZABETH H KRYSTYN 2017 REVOCABLE TR DTD 6/28/2017

By:

/s/ Elizabeth Krystyn

Name

Elizabeth Krystyn

Title:

Founding Partner

/s/ Elizabeth Krystyn

Elizabeth Krystyn

[Signature Page to TRA Amendment]

Enrique M. Fueyo TTEE Elizabeth H. Krystyn 2019 Irrevocable Trust DTD 9/30/19

By:

/s/ Rick Fueyo

Name

Rick Fueyo

Title:

Manager

Hannibal L. Baldwin Trustee of the HLB 2020 Trust DTD 11/11/2020

By:

/s/ Hannibal Baldwin

Name

Hannibal Baldwin

Title:

Trustee

IHC Holdings, Inc.

By:

/s/ Brian Kapiloff

Name

Brian Kapiloff

Title:

President

INSURANCE AFFORDABLE, INC.

By:

/s/ Dennis Gagnon

Name

Dennis Gagnon

Title:

Pres

INSURANCE AGENCIES OF THE VILLAGES INC

By:

/s/ Mark Morse

Name

Mark Morse

Title:

Manager

IRP Holdings, LLC

By:

/s/ Paul Brown

Name

Paul Brown

Title:

Managing Member

/s/ James Roche

James Roche

KGB 2020 Trust, dated November 10, 2020

By:

/s/ Keenan Baldwin

Name

Keenan Baldwin

Title:

Vice President

[Signature Page to TRA Amendment]

KJCA HOLDINGS LLC

By:

/s/ Chris Staub

Name

Chris Staub

Title:

Managing Partner

KVH HOLDINGS LLC

By:

/s/ Vinnie Hager

Name

Vinnie Hager

Title:

Managing Partner

L LOWRY BALDWIN TRUSTEE L LOWRY BALDWIN REVOCABLE FAMILY TRUST

By:

/s/ Lowry Baldwin

Name

Lowry Baldwin

Title:

Managing Member

LAURA R SHERMAN AS TTEE OF THE LAURA R SHERMAN TRUST DTD 4/15/2019

By:

/s/ Laura Sherman

Name

Laura Sherman

Title:

Member

/s/ Laura Sherman

Laura Sherman

/s/ Lowry Baldwin

Lowry Baldwin

Path 230, Inc.

By:

/s/ Michael Minsky

Name

Michael Minsky

Title:

Senior Managing Partner

Poynter Exempt Legacy Trust U/A/D 10/1/21

By:

/s/ Chris Poynter

Name

Chris Poynter

Title:

CEO

[Signature Page to TRA Amendment]

STRATEGUS RG INC

By:

/s/ Dave Robinson

Name

Dave Robinson

Title:

Regional President

Suzanne Jordan TTEE Laura Sherman Irrevocable Trust DTD 09/30/19

By:

/s/ Suzanne Jordan

Name

Suzanne Jordan

Title:

Trustee

The Honey Bee Family Trust, U/A/D May 13, 2019

By:

/s/ Jennifer Baldwin

Name

Jennifer Baldwin

Title:

Trustee

The Pop Pop Trust, dated October 16, 2020

By:

/s/ Lowry Baldwin

Name

Lowry Baldwin

Title:

Managing Member

THE VILLAGES INVESCO

By:

/s/ Mark Morse

Name

Mark Morse

Title:

Manager

TLB 2020 Trust, dated November 11, 2020

By:

/s/ Trevor Baldwin

Name

Trevor Baldwin

Title:

CEO

/s/ Trevor Baldwin

Name: Trevor Baldwin

[Signature Page to TRA Amendment]

Annex A

1. The Company shall determine the estimated Early Termination Payment that would be due to each Member in good faith if the Company

were to exercise its right of early termination under the Tax Receivable Agreement on January 1, 2027, using such reasonable assumptions

as the Company may determine consistently applied to all similarly-situated Members (and, notwithstanding anything to the contrary, such

assumptions shall not have a disproportionate effect on the payments any Persons will or may receive under the Tax Receivable

Agreement) (each such estimated Early Termination Payment with respect to each applicable Member, an “Estimated Hypothetical

Early Termination Payment”).

2. The “Specified TRA Payment Amount” with respect to each Member shall be equal to the product of (i) the Estimated

Hypothetical Early Termination Payment with respect to such Member and (ii) the Specified Percentage.

a. The “Specified Percentage” (which, for the avoidance of doubt, shall be the same for each Member and shall in no

event exceed 100%) shall be such percentage that, when multiplied by the Estimated Hypothetical Early Termination Payment for each Member,

results in the aggregate amount of Specified TRA Payment Amounts with respect to all Members being equal to the Aggregate Specified TRA

Payment Cap Amount.

b. The “Aggregate Specified TRA Payment Cap Amount” shall equal $298,450,598.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp253297_ex9901.htm · Sequence: 5

Exhibit 99.1

The Baldwin Group to Go Private Through Majority

Investment by Sequence Holdings and Dell Family Office

· Baldwin shareholders to receive $32.50 per share in cash, representing an 88% premium to the

unaffected closing price on June 17, 2026

· Sequence’s engineering talent and capital, in combination with DFO Management’s long-duration,

founder-aligned capital, will help accelerate Baldwin’s position as the insurance firm of the future

· Eligible Baldwin colleagues to retain a significant minority equity stake alongside DFO and Sequence,

preserving long-term alignment and colleague ownership

TAMPA, Fla. — September 14, 2026 — The Baldwin

Group, Inc. (NASDAQ: BWIN) (“Baldwin” or the “Company”) today announced that it has entered into a definitive

agreement under which an entity to be formed by Sequence Holdings (“Sequence”) (“Parent”) and DFO Management (“DFO”

or “Dell Family Office”) will acquire a majority interest in the Company in an all-cash transaction valued at approximately

$7.7 billion. Upon completion of the transaction, Baldwin will become a privately held company, with eligible Baldwin colleagues retaining

a significant minority equity stake, alongside Sequence, a permanent holding company that acquires established enterprises in the service

economy, and DFO, the family investment office of Dell Technologies Founder, Chairman, and CEO Michael Dell.

Transaction Highlights

· Baldwin shareholders will receive $32.50 in cash for each share of Baldwin common stock they hold, representing a premium of approximately

88% to the unaffected closing price on June 17, 2026, the day before media reports that the company was exploring a take-private transaction.

· The transaction implies a total enterprise value of approximately $7.7 billion, comprised of an equity purchase price of approximately

$4.6 billion and approximately $3.1 billion of net debt assumed or refinanced in connection with the transaction.

· This total enterprise value represents an implied multiple of approximately 20x Baldwin’s trailing-twelve-month Adjusted EBITDA

of approximately $396 million. See “Note Regarding Non-GAAP Financial Measures” below.

· Eligible Baldwin colleagues who currently hold equity will have the opportunity to roll over a portion of their holdings into the

private company, continuing Baldwin’s long-standing commitment to broad-based colleague ownership.

· Parent will effect the acquisition through a newly formed merger subsidiary, which will merge with and into Baldwin, with Baldwin

surviving as a wholly owned subsidiary of Parent. The consummation of the transaction is not subject to any financing condition.

· The transaction was unanimously approved by Baldwin’s Board of Directors, following the unanimous recommendation of a Special

Committee comprised of independent, disinterested directors advised by independent legal and financial advisors.

· The transaction is expected to close in Q1 2027, subject to approval by Baldwin shareholders, the receipt of required regulatory approvals,

and other customary closing conditions.

· Upon completion of the transaction, shares of Baldwin common stock will no longer be listed on Nasdaq.

4211 W Boy Scout Blvd, Suite 800, Tampa, FL 33607

baldwin.com

"This transaction allows us to deliver immediate

value to shareholders while establishing a partnership with Sequence and DFO that will give Baldwin the long-duration capital and frontier

AI execution to invest and move at the pace this moment demands," said Trevor Baldwin, Chief Executive Officer of The Baldwin Group.

"Our vision and strategy are not changing. We remain committed to building the most diversified, vertically integrated

insurance firm of the future, the destination for our industry’s best professionals. What changes is the pace of our investments

in talent and technology. Moving faster on AI sharpens what we deliver for clients and elevates the work our colleagues do every day.

Foundationally important, our colleagues will remain owners of what we build together."

“Sequence

brings leading engineering talent and patient capital to each of the businesses with which we partner in order to transform them into

market leaders,” said Michael J. Lee, Chief Executive Officer and Co-Founder, Sequence Holdings. “With Baldwin, we look forward

to working with the Company’s team to rebuild workflows, products, and services around what is now possible with technology —

extending Baldwin’s lead as the insurance firm of the future.”

“Baldwin has built something rare in insurance

distribution: a genuine data and platform advantage, compounded over 15 years, led by a team with a clear and differentiated vision,”

said Michael Dell. “DFO invests with the flexibility and patience of permanent capital, not as a fund working against a fixed exit

clock. That structure enables DFO to back proven operators like Trevor and his team for the long term. I am excited that the DFO team

is partnering with Sequence Holdings to support Baldwin’s next chapter with patient capital and engineering and operational expertise.”

Advisors

Ardea Partners LP is serving as lead financial advisor,

Davis Polk & Wardwell LLP is serving as legal advisor, Troutman Pepper Locke LLP is serving as insurance regulatory counsel, and MarshBerry

is also acting as a financial advisor to The Baldwin Group in connection with the transaction.

Perella Weinberg Partners LP is serving as independent

financial advisor and Potter Anderson & Corroon LLP is serving as independent legal advisor to the Special Committee of the Board

of Directors of Baldwin.

Piper Sandler is acting as lead financial advisor and

Moelis as sole capital markets advisor, to Sequence and DFO. Morgan Stanley & Co. LLC, Barclays and Wells Fargo are acting as financial

advisors, to Sequence and DFO. Latham & Watkins LLP is acting as legal counsel to Sequence, and Sullivan & Cromwell LLP is acting

as legal counsel to DFO.

About The Baldwin Group

The Baldwin Group, the brand name for The Baldwin Insurance

Group, Inc. (NASDAQ: BWIN) ("Baldwin") and its affiliates, is an independent insurance distribution firm providing indispensable

expertise and insights that strive to give our clients the confidence to pursue their purpose, passion, and dreams. As a team of dedicated

entrepreneurs and insurance professionals, we have come together to help protect the possible for our clients. We do this by delivering

bespoke client solutions, services, and innovation through our comprehensive and tailored approach to risk management, insurance, and

employee benefits. We support our clients, colleagues, insurance company partners, and communities through the deployment of vanguard

resources and capital to drive our organic and inorganic growth. The Baldwin Group proudly represents more than three million clients

across the United States and internationally. For more information, please visit www.baldwin.com.

baldwin.com

About Sequence Holdings

Sequence acquires ambitious, established enterprises

in the service economy and refounds them as market leaders. We pair their existing competitive advantages with Atlas, our technology platform,

to rebuild operations, workflows, products and services around what is now possible. Sequence is based in New York. For more information,

please visit seqholdings.com.

About DFO Management

DFO Management, LLC

(“DFO”) manages the investment assets of Michael Dell, the founder, Chairman, and Chief Executive Officer of Dell Technologies,

and his family. DFO engages in a broad range of investment activities, with the flexibility to invest in a wide variety of

asset classes. The Dell family office was initially established in 1998 as MSD Capital, L.P., and was restructured as DFO at

the end of 2022.

Note Regarding Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measure and

is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Baldwin has included this measure

because management believes it provides investors with a useful basis for evaluating the transaction’s implied valuation multiple

relative to Baldwin’s operating performance. Adjusted EBITDA should not be considered a substitute for net income or any other measure

of financial performance calculated in accordance with GAAP.

Cautionary Statement Regarding Forward-Looking Statements

Some of the statements contained in this communication

and other written and oral statements made from time to time by us and our representatives are forward-looking statements and not statements

of historical or current fact. We have based these forward-looking statements on our current expectations, and these statements are subject

to known and unknown risks, uncertainties and assumptions. Forward-looking statements include, but are not limited to, statements relating

to: our goals, plans, and strategic initiatives; long-term growth prospects; maximizing value for our stockholders; and other events,

conditions or developments that will or may occur in the future; and timing of any of the foregoing. You can identify forward-looking

statements by terminology such as “may,” “will,” “should,” “could,” “expects,”

“intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”

“projects,” “forecast,” “outlook,” “assume,” “potential” or “continue”

or variations or the negative counterparts of these terms or other comparable terminology. These statements are only predictions and are

no guarantee of future performance, and investors should not place undue reliance on forward-looking statements as predictive of future

results. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating

these statements and our prospects, you should carefully consider the factors set forth below. All forward-looking statements attributable

to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout

this communication.

Forward-looking statements by their nature address

matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the Agreement and

Plan of Merger, by and among the Company, The Baldwin Insurance Group Holdings, LLC, Square Acquisition Parent, Inc.

(“Buyer”), Square Acquisition Merger Sub I, Inc. and Square Acquisition Merger Sub II, LLC (the

“Transaction”). All such forward-looking statements are based upon current plans, estimates, expectations, opportunities

and ambitions that are subject to risks, uncertainties, assumptions, and other important factors, many of which are beyond the

control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking

statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing

and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental

and regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the

Transaction; the possibility that the Company’s stockholders may not approve the Transaction; the risk that the parties may

not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management

time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have

adverse effects on the market price of the Company’s common stock; the risk that the Transaction and its announcement could

have an adverse effect on the parties’ business relationships and business generally, including the ability of the Company to

retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their

operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, stockholder, regulatory and

other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation

relating to the Transaction that could be instituted against the Company or its directors and/or officers; the risk associated with

third-party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the

Transaction which are not waived or otherwise satisfactorily resolved; significant costs, or expenses incurred in connection with

the Transaction; Buyer’s ability to obtain the necessary financing arrangements set forth in the commitment letters received

in connection with the Transaction; certain restrictions contained in the Agreement and Plan of Merger that may impact the

Company’s ability to pursue certain business opportunities or strategic transactions; the risk of various events that could

disrupt operations, including pandemics, epidemics or other public health crises or severe weather (such as droughts, floods,

avalanches and earthquakes), cybersecurity attacks, security threats and governmental response to them, and technological changes;

the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry,

market, economic, legal or legislative, political or regulatory conditions outside of the Company’s control. All such factors

are difficult to predict and are beyond our control, including those detailed in the Company’s annual report on Form 10-K for

the fiscal year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on

February 26, 2026 (the “Form 10-K”), quarterly reports on Form 10-Q and other documents subsequently filed by the

Company with the SEC. The Company’s forward-looking statements are based on assumptions that the Company believes to be

reasonable but that may not prove to be accurate. Other unpredictable factors not discussed in this communication could also have

material adverse effects on forward-looking statements. The Company does not assume an obligation to update any forward-looking

statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.

baldwin.com

Additional Information and Where to Find It

In connection with the Transaction, the Company will

file with the SEC a proxy statement on Schedule 14A. The definitive proxy statement will be sent to the stockholders of the Company seeking

their approval of the Transaction and other related matters. In addition, certain participants in the Transaction will file a Transaction

Statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. The Company and the other participants in the Transaction

may also file other relevant documents with the SEC regarding the Transaction. This communication is not a substitute for the

proxy statement on Schedule 14A (if and when available), the Schedule 13E-3 (if and when available) or any other document that

the Company or the other participants in the Transaction may file with the SEC with respect to the Transaction.

BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS

AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO

OR INCORPORATED BY REFERENCE THEREIN) WHEN IT BECOMES AVAILABLE, THE SCHEDULE 13E-3

baldwin.com

(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO OR

INCORPORATED BY REFERENCE THEREIN), AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH

THE TRANSACTION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies

of these documents, including the proxy statement, and other documents filed with the SEC by the Company through the website maintained

by the SEC at https://www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge by accessing

the Company’s website at https://ir.baldwin.com/financials/sec-filings or by contacting the Company via email by sending a message

to IR@baldwin.com.

Participants in the Solicitation

The Company, Buyer and their respective directors and

executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection