1025-00001 · Client 1025 · Transaction Documents

form-of-lock-up-agreement.docx DOCUMENT Capital Markets

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DRAFT — Prepared by Calderwood & Harkness LLP C&H Matter No. 1025-00001

LOCK-UP AGREEMENT

[●], 2021

Greystone Harwick & Co., LLC 399 Park Avenue, 28th Floor New York, NY 10022

Ladies and Gentlemen:

The undersigned understands that Greystone Harwick & Co., LLC (the "Underwriter") proposes to enter into an underwriting agreement (the "Underwriting Agreement") with Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), providing for the public offering (the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Offering is to be made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-248710) previously filed with the Securities and Exchange Commission (the "Commission") and declared effective thereunder, and a prospectus supplement to be filed with the Commission in connection therewith (the "Prospectus Supplement"). The undersigned understands that the Offering contemplates the sale by the Company of 3,000,000 shares of Common Stock, together with an option granted to the Underwriter to purchase up to 450,000 additional shares of Common Stock to cover over-allotments, if any.

The undersigned further understands that this Lock-Up Agreement (this "Agreement") is being entered into by each director, executive officer, and holder of five percent (5%) or more of the outstanding shares of Common Stock of the Company (including, without limitation, Birchwood Capital Partners, L.P.) as a condition to the willingness of the Underwriter to proceed with the Offering and to enter into the Underwriting Agreement.

In consideration of the Underwriter's agreement to purchase and offer the shares of Common Stock in the Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees as follows:

Section 1. Lock-Up Restrictions.

(a) Lock-Up Period. The term "Lock-Up Period" shall mean the period beginning on the date of the final Prospectus Supplement relating to the Offering (the "Effective Date") and ending on, and including, the date that is ninety (90) days after the date of such final Prospectus Supplement.

(b) Prohibited Activities. During the Lock-Up Period, without the prior written consent of the Underwriter (which consent may be withheld in the Underwriter's sole and absolute discretion), the undersigned will not, and will not cause or direct any other person or entity to, directly or indirectly:

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant, settlement of a restricted stock unit, or conversion of a convertible security) (such shares of Common Stock and any such securities being collectively referred to herein as "Lock-Up Securities");

(ii) enter into any swap or other agreement, arrangement, hedge, or transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this clause (ii) is to be settled by delivery of shares of Common Stock or other securities, in cash, or otherwise (including, without limitation, any short sale or any purchase, sale, or grant of any right, including any put or call option or any other contract, with respect to Lock-Up Securities);

(iii) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities under the Securities Act of 1933, as amended (the "Securities Act"), or any rules or regulations promulgated thereunder, or cause to be filed any registration statement, prospectus, or prospectus supplement (or an amendment or supplement thereto) with respect thereto; or

(iv) publicly disclose the intention to do any of the foregoing, whether through any press release, public filing with the Commission, or other public communication.

The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably could be expected to, lead to or result in a sale or disposition of Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale, or grant of any right (including, without limitation, any put or call option) with respect to any of the Lock-Up Securities of the undersigned, or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities.

Section 2. Exceptions to Lock-Up Restrictions.

The restrictions set forth in Section 1(b) of this Agreement shall not apply to the following transactions, provided that, except as expressly set forth below, no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall be required or shall be voluntarily made in connection with any such transaction during the Lock-Up Period (other than any filing on Form 5 made after the expiration of the Lock-Up Period):

(a) Sales Pursuant to the Underwriting Agreement. Shares of Common Stock to be sold by the Company pursuant to the terms and conditions of the Underwriting Agreement.

(b) Bona Fide Gifts. Transfers of Lock-Up Securities as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).

(c) Transfers to Family Trusts or Family Members. Transfers of Lock-Up Securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin), provided that (1) the trustee of such trust agrees in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and (2) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).

(d) Transfers to Affiliates, Members, or Partners. Distributions or transfers of Lock-Up Securities to limited partners, members, stockholders, or affiliates (as defined under Rule 405 promulgated under the Securities Act) of the undersigned, including, in the case of Birchwood Capital Partners, L.P., distributions or transfers to its general partner, Birchwood Capital Management LLC, or to any affiliated fund or parallel investment vehicle managed or advised by Birchwood Capital Management LLC or its affiliates, provided that each such transferee agrees in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period.

(e) Transfers by Will or Intestacy. Transfers of Lock-Up Securities that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, or by will or intestacy upon the death of the undersigned, provided that the transferee in each case agrees in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and provided further that any required filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (e) and that no shares were sold by the undersigned.

(f) Exercise of Stock Options and Settlement of RSUs. The exercise of stock options or the settlement of restricted stock units ("RSUs") granted under any of the Company's equity incentive plans, including the Quorum Insurance Holdings Corp. 2018 Equity Incentive Plan (as may be amended from time to time), provided that (1) any shares of Common Stock received upon such exercise or settlement shall remain subject to the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and (2) for the avoidance of doubt, this exception shall not apply to any sale of the shares of Common Stock underlying such options or RSUs. It is understood that any required filing under Section 16(a) of the Exchange Act reporting the exercise of stock options or settlement of RSUs shall clearly indicate in the footnotes thereto that (x) the filing relates to the exercise of options or settlement of RSUs, as applicable, (y) no shares of Common Stock were sold by the reporting person, and (z) the shares of Common Stock received upon exercise or settlement are subject to the lock-up restrictions described in this Agreement.

(g) Establishment of Rule 10b5-1 Trading Plans. The establishment of a written trading plan pursuant to Rule 10b5-1 under the Exchange Act for the trading of Lock-Up Securities, provided that (1) no sales or other dispositions of Lock-Up Securities are made under such plan during the Lock-Up Period, and (2) no public announcement or filing under the Exchange Act regarding the establishment of such plan is required or made voluntarily by or on behalf of the undersigned or the Company during the Lock-Up Period. For the avoidance of doubt, any trading plan established prior to the date hereof that provides for sales of Lock-Up Securities during the Lock-Up Period shall not be exempt from the restrictions set forth in Section 1(b) unless such plan is amended to defer all such sales until after the expiration of the Lock-Up Period.

(h) Net Exercise and Tax Withholding. Transfers of Lock-Up Securities to the Company (i) upon a vesting event or upon the exercise of options on a "net exercise" or "cashless" basis to the extent permitted by the instruments representing such options, or (ii) for the purpose of satisfying any tax withholding obligations of the undersigned (including estimated tax obligations) in connection with the vesting or exercise of equity awards, in each case pursuant to the Company's equity incentive plans, provided that any shares of Common Stock received upon such exercise or vesting shall remain subject to the terms and conditions of this Agreement for the remainder of the Lock-Up Period. It is understood that any required filing under Section 16(a) of the Exchange Act reporting any such transfer shall clearly indicate in the footnotes thereto the nature and circumstances of such transfer.

Section 3. Waiver by Underwriter.

If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in this Agreement for any officer or director of the Company, or any holder of five percent (5%) or more of the outstanding shares of Common Stock, prior to the expiration of the Lock-Up Period, the Underwriter shall provide the Company with notice of such impending release or waiver at least three (3) business days prior to the effective date thereof. The Company shall, promptly upon receipt of such notice, announce the impending release or waiver by issuing a press release through a major news service, or by such other means as the Company and the Underwriter may agree, unless the Underwriter determines, in its sole discretion, that such announcement is not required by applicable law or regulation. Notwithstanding the foregoing, the Underwriter may, in its sole discretion, release any or all of the Lock-Up Securities subject to this Agreement at any time, with or without notice to the undersigned or to any other party subject to similar lock-up agreements, and no such release shall obligate the Underwriter to release Lock-Up Securities held by any other party.

Section 4. Stop Transfer Instructions.

The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar, Continental Transfer & Trust Co. (or any successor transfer agent), against the transfer of the undersigned's Lock-Up Securities except in compliance with the terms and conditions of this Agreement. The undersigned further acknowledges and agrees that the Company may cause legends reflecting the lock-up restrictions contained herein to be placed on any certificates (or book-entry positions maintained by the transfer agent or the Depository Trust Company) representing any Lock-Up Securities held by the undersigned. The undersigned agrees that the Company and its transfer agent are authorized to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of this Agreement.

Section 5. Representations and Warranties of the Undersigned.

The undersigned hereby represents and warrants to the Underwriter as follows:

(a) Power and Authority. The undersigned has full power, authority, and legal capacity to enter into this Agreement and to perform the obligations of the undersigned hereunder. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other entity action, as applicable.

(b) No Conflicts. The execution and delivery of this Agreement, and the performance by the undersigned of the obligations of the undersigned hereunder, will not conflict with, result in a breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, any agreement, indenture, mortgage, deed of trust, lease, license, instrument, order, judgment, decree, law, rule, regulation, or other obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's Lock-Up Securities are bound or affected.

(c) Beneficial Ownership Disclosure. The undersigned has disclosed to the Underwriter, in writing and in complete and accurate detail, all shares of Common Stock and all securities convertible into, or exercisable or exchangeable for, shares of Common Stock that are beneficially owned (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) by the undersigned as of the date hereof, including, without limitation, all stock options, warrants, restricted stock units, and other derivative securities.

Section 6. No Additional Shares.

If the undersigned is a director or executive officer of the Company, the undersigned further agrees that the restrictions set forth in Section 1(b) of this Agreement shall apply equally to any shares of Common Stock or other Lock-Up Securities acquired by the undersigned during the Lock-Up Period, whether through open-market purchases, private purchases, equity award grants, exercise or conversion of derivative securities, or otherwise. The undersigned acknowledges that this provision is intended to ensure that the lock-up restrictions apply to all Lock-Up Securities held by the undersigned at any time during the Lock-Up Period, regardless of when or how such Lock-Up Securities were acquired.

Section 7. Termination.

This Agreement shall automatically terminate, and the undersigned shall be released from all obligations hereunder, upon the earliest to occur of:

(a) the expiration of the Lock-Up Period;

(b) the delivery of written notice from the Underwriter to the undersigned releasing the undersigned from all obligations under this Agreement; or

(c) the date on which the Underwriting Agreement is terminated without the sale of any shares of Common Stock thereunder (including, without limitation, in the event that the Offering does not proceed for any reason).

Upon any such termination, the undersigned shall be released from all restrictions and obligations set forth herein, and the Underwriter shall promptly instruct the Company and its transfer agent to remove any stop transfer instructions or legends placed on the undersigned's Lock-Up Securities pursuant to Section 4 hereof.

Section 8. Binding Effect; Successors and Assigns.

This Agreement and all of the provisions hereof shall be binding upon the undersigned and the heirs, successors, personal representatives, executors, administrators, and assigns of the undersigned. This Agreement and all of the provisions hereof shall inure to the benefit of the Underwriter and its respective successors and assigns. The Underwriter is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and conditions hereof as if it were a party hereto.

Section 9. Governing Law.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, and hereby waives, and agrees not to assert in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that any such suit, action, or proceeding is brought in an inconvenient forum.

Section 10. Entire Agreement.

This Agreement constitutes the entire agreement and understanding between the undersigned and the Underwriter with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties relating to the subject matter hereof. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

Section 11. Amendments.

This Agreement may not be amended, modified, supplemented, or waived, in whole or in part, except by an instrument in writing signed by both the undersigned and the Underwriter. No failure or delay by the Underwriter in exercising any right, power, or privilege under this Agreement 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 hereunder.

Section 12. Counterparts.

This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be equally as effective as delivery of a manually executed counterpart of this Agreement.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this letter shall become a binding agreement between the undersigned and the Underwriter in accordance with its terms.

[Signature Page Follows]

Very truly yours,

________________________________________

Print Name: [Name]

Title: [Title]

Address:

________________________________________

Date: ________

If the undersigned is Birchwood Capital Partners, L.P.:

BIRCHWOOD CAPITAL PARTNERS, L.P.

By: Birchwood Capital Management LLC,

its General Partner

By: ________

Name: [Authorized Signatory]

Title: [Title]

Address:

________________________________________

Date: ________

ACCEPTED AND AGREED:

GREYSTONE HARWICK & CO., LLC

By: ________

Name: David C. Reinhardt

Title: Head of Equity Capital Markets

Date: ________

GREYSTONE HARWICK & CO., LLC

By: ________

Name: Sarah P. Langford

Title: Vice President, Equity Capital Markets

Date: ________

SCHEDULE A

LIST OF PERSONS SUBJECT TO LOCK-UP AGREEMENT

(Indicative — Subject to Finalization)

The following persons are expected to be required to execute a Lock-Up Agreement in substantially the form attached hereto in connection with the Offering:

I. Directors of Quorum Insurance Holdings Corp.

II. Executive Officers of Quorum Insurance Holdings Corp.

III. Holders of 5% or More of Outstanding Common Stock

Percentages calculated based on approximately 38,125,000 shares of Common Stock outstanding as of the most recent practicable date prior to the Offering. Schedule to be finalized based on the Company's capitalization table and Section 16 filer list as of the pricing date of the Offering. Additional holders of 5% or more, if identified in the course of due diligence or through updated Schedule 13D/13G filings, shall be added to this Schedule prior to pricing.

Prepared by Calderwood & Harkness LLP C&H Matter No. 1025-00001 DRAFT — NOT FOR EXECUTION

Name	Position
Helen M. Strickland	Chair of the Board of Directors
[Director 2]	Independent Director
[Director 3]	Independent Director
[Director 4]	Independent Director
[Director 5]	Director
Name	Position
Martin R. Calloway	Chief Executive Officer
Diana L. Prescott	Chief Financial Officer
Yusuf A. Okafor	General Counsel & Corporate Secretary
[Executive Officer 4]	[Title]
Name	Shares Beneficially Owned (Approx.)	Percentage of Outstanding (Approx.)
Birchwood Capital Partners, L.P.	4,270,000 shares	11.2%
Redfield Mutual Fund Group	2,150,000 shares	5.6%

DRAFT — Prepared by Calderwood & Harkness LLP C&H Matter No. 1025-00001
LOCK-UP AGREEMENT
[●], 2021
Greystone Harwick & Co., LLC 399 Park Avenue, 28th Floor New York, NY 10022
Ladies and Gentlemen:
The undersigned understands that Greystone Harwick & Co., LLC (the "Underwriter") proposes to enter into an underwriting agreement (the "Underwriting Agreement") with Quorum Insurance Holdings Corp., a Delaware corporation (the "Company"), providing for the public offering (the "Offering") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Offering is to be made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-248710) previously filed with the Securities and Exchange Commission (the "Commission") and declared effective thereunder, and a prospectus supplement to be filed with the Commission in connection therewith (the "Prospectus Supplement"). The undersigned understands that the Offering contemplates the sale by the Company of 3,000,000 shares of Common Stock, together with an option granted to the Underwriter to purchase up to 450,000 additional shares of Common Stock to cover over-allotments, if any.
The undersigned further understands that this Lock-Up Agreement (this "Agreement") is being entered into by each director, executive officer, and holder of five percent (5%) or more of the outstanding shares of Common Stock of the Company (including, without limitation, Birchwood Capital Partners, L.P.) as a condition to the willingness of the Underwriter to proceed with the Offering and to enter into the Underwriting Agreement.
In consideration of the Underwriter's agreement to purchase and offer the shares of Common Stock in the Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees as follows:
Section 1. Lock-Up Restrictions.
(a) Lock-Up Period. The term "Lock-Up Period" shall mean the period beginning on the date of the final Prospectus Supplement relating to the Offering (the "Effective Date") and ending on, and including, the date that is ninety (90) days after the date of such final Prospectus Supplement.
(b) Prohibited Activities. During the Lock-Up Period, without the prior written consent of the Underwriter (which consent may be withheld in the Underwriter's sole and absolute discretion), the undersigned will not, and will not cause or direct any other person or entity to, directly or indirectly:
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant, settlement of a restricted stock unit, or conversion of a convertible security) (such shares of Common Stock and any such securities being collectively referred to herein as "Lock-Up Securities");
(ii) enter into any swap or other agreement, arrangement, hedge, or transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this clause (ii) is to be settled by delivery of shares of Common Stock or other securities, in cash, or otherwise (including, without limitation, any short sale or any purchase, sale, or grant of any right, including any put or call option or any other contract, with respect to Lock-Up Securities);
(iii) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities under the Securities Act of 1933, as amended (the "Securities Act"), or any rules or regulations promulgated thereunder, or cause to be filed any registration statement, prospectus, or prospectus supplement (or an amendment or supplement thereto) with respect thereto; or
(iv) publicly disclose the intention to do any of the foregoing, whether through any press release, public filing with the Commission, or other public communication.
The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably could be expected to, lead to or result in a sale or disposition of Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale, or grant of any right (including, without limitation, any put or call option) with respect to any of the Lock-Up Securities of the undersigned, or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities.
Section 2. Exceptions to Lock-Up Restrictions.
The restrictions set forth in Section 1(b) of this Agreement shall not apply to the following transactions, provided that, except as expressly set forth below, no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall be required or shall be voluntarily made in connection with any such transaction during the Lock-Up Period (other than any filing on Form 5 made after the expiration of the Lock-Up Period):
(a) Sales Pursuant to the Underwriting Agreement. Shares of Common Stock to be sold by the Company pursuant to the terms and conditions of the Underwriting Agreement.
(b) Bona Fide Gifts. Transfers of Lock-Up Securities as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).
(c) Transfers to Family Trusts or Family Members. Transfers of Lock-Up Securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin), provided that (1) the trustee of such trust agrees in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and (2) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).
(d) Transfers to Affiliates, Members, or Partners. Distributions or transfers of Lock-Up Securities to limited partners, members, stockholders, or affiliates (as defined under Rule 405 promulgated under the Securities Act) of the undersigned, including, in the case of Birchwood Capital Partners, L.P., distributions or transfers to its general partner, Birchwood Capital Management LLC, or to any affiliated fund or parallel investment vehicle managed or advised by Birchwood Capital Management LLC or its affiliates, provided that each such transferee agrees in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period.
(e) Transfers by Will or Intestacy. Transfers of Lock-Up Securities that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, or by will or intestacy upon the death of the undersigned, provided that the transferee in each case agrees in writing, in form and substance satisfactory to the Underwriter, to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and provided further that any required filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (e) and that no shares were sold by the undersigned.
(f) Exercise of Stock Options and Settlement of RSUs. The exercise of stock options or the settlement of restricted stock units ("RSUs") granted under any of the Company's equity incentive plans, including the Quorum Insurance Holdings Corp. 2018 Equity Incentive Plan (as may be amended from time to time), provided that (1) any shares of Common Stock received upon such exercise or settlement shall remain subject to the terms and conditions of this Agreement for the remainder of the Lock-Up Period, and (2) for the avoidance of doubt, this exception shall not apply to any sale of the shares of Common Stock underlying such options or RSUs. It is understood that any required filing under Section 16(a) of the Exchange Act reporting the exercise of stock options or settlement of RSUs shall clearly indicate in the footnotes thereto that (x) the filing relates to the exercise of options or settlement of RSUs, as applicable, (y) no shares of Common Stock were sold by the reporting person, and (z) the shares of Common Stock received upon exercise or settlement are subject to the lock-up restrictions described in this Agreement.
(g) Establishment of Rule 10b5-1 Trading Plans. The establishment of a written trading plan pursuant to Rule 10b5-1 under the Exchange Act for the trading of Lock-Up Securities, provided that (1) no sales or other dispositions of Lock-Up Securities are made under such plan during the Lock-Up Period, and (2) no public announcement or filing under the Exchange Act regarding the establishment of such plan is required or made voluntarily by or on behalf of the undersigned or the Company during the Lock-Up Period. For the avoidance of doubt, any trading plan established prior to the date hereof that provides for sales of Lock-Up Securities during the Lock-Up Period shall not be exempt from the restrictions set forth in Section 1(b) unless such plan is amended to defer all such sales until after the expiration of the Lock-Up Period.
(h) Net Exercise and Tax Withholding. Transfers of Lock-Up Securities to the Company (i) upon a vesting event or upon the exercise of options on a "net exercise" or "cashless" basis to the extent permitted by the instruments representing such options, or (ii) for the purpose of satisfying any tax withholding obligations of the undersigned (including estimated tax obligations) in connection with the vesting or exercise of equity awards, in each case pursuant to the Company's equity incentive plans, provided that any shares of Common Stock received upon such exercise or vesting shall remain subject to the terms and conditions of this Agreement for the remainder of the Lock-Up Period. It is understood that any required filing under Section 16(a) of the Exchange Act reporting any such transfer shall clearly indicate in the footnotes thereto the nature and circumstances of such transfer.
Section 3. Waiver by Underwriter.
If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in this Agreement for any officer or director of the Company, or any holder of five percent (5%) or more of the outstanding shares of Common Stock, prior to the expiration of the Lock-Up Period, the Underwriter shall provide the Company with notice of such impending release or waiver at least three (3) business days prior to the effective date thereof. The Company shall, promptly upon receipt of such notice, announce the impending release or waiver by issuing a press release through a major news service, or by such other means as the Company and the Underwriter may agree, unless the Underwriter determines, in its sole discretion, that such announcement is not required by applicable law or regulation. Notwithstanding the foregoing, the Underwriter may, in its sole discretion, release any or all of the Lock-Up Securities subject to this Agreement at any time, with or without notice to the undersigned or to any other party subject to similar lock-up agreements, and no such release shall obligate the Underwriter to release Lock-Up Securities held by any other party.
Section 4. Stop Transfer Instructions.
The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar, Continental Transfer & Trust Co. (or any successor transfer agent), against the transfer of the undersigned's Lock-Up Securities except in compliance with the terms and conditions of this Agreement. The undersigned further acknowledges and agrees that the Company may cause legends reflecting the lock-up restrictions contained herein to be placed on any certificates (or book-entry positions maintained by the transfer agent or the Depository Trust Company) representing any Lock-Up Securities held by the undersigned. The undersigned agrees that the Company and its transfer agent are authorized to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of this Agreement.
Section 5. Representations and Warranties of the Undersigned.
The undersigned hereby represents and warrants to the Underwriter as follows:
(a) Power and Authority. The undersigned has full power, authority, and legal capacity to enter into this Agreement and to perform the obligations of the undersigned hereunder. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other entity action, as applicable.
(b) No Conflicts. The execution and delivery of this Agreement, and the performance by the undersigned of the obligations of the undersigned hereunder, will not conflict with, result in a breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, any agreement, indenture, mortgage, deed of trust, lease, license, instrument, order, judgment, decree, law, rule, regulation, or other obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's Lock-Up Securities are bound or affected.
(c) Beneficial Ownership Disclosure. The undersigned has disclosed to the Underwriter, in writing and in complete and accurate detail, all shares of Common Stock and all securities convertible into, or exercisable or exchangeable for, shares of Common Stock that are beneficially owned (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) by the undersigned as of the date hereof, including, without limitation, all stock options, warrants, restricted stock units, and other derivative securities.
Section 6. No Additional Shares.
If the undersigned is a director or executive officer of the Company, the undersigned further agrees that the restrictions set forth in Section 1(b) of this Agreement shall apply equally to any shares of Common Stock or other Lock-Up Securities acquired by the undersigned during the Lock-Up Period, whether through open-market purchases, private purchases, equity award grants, exercise or conversion of derivative securities, or otherwise. The undersigned acknowledges that this provision is intended to ensure that the lock-up restrictions apply to all Lock-Up Securities held by the undersigned at any time during the Lock-Up Period, regardless of when or how such Lock-Up Securities were acquired.
Section 7. Termination.
This Agreement shall automatically terminate, and the undersigned shall be released from all obligations hereunder, upon the earliest to occur of:
(a) the expiration of the Lock-Up Period;
(b) the delivery of written notice from the Underwriter to the undersigned releasing the undersigned from all obligations under this Agreement; or
(c) the date on which the Underwriting Agreement is terminated without the sale of any shares of Common Stock thereunder (including, without limitation, in the event that the Offering does not proceed for any reason).
Upon any such termination, the undersigned shall be released from all restrictions and obligations set forth herein, and the Underwriter shall promptly instruct the Company and its transfer agent to remove any stop transfer instructions or legends placed on the undersigned's Lock-Up Securities pursuant to Section 4 hereof.
Section 8. Binding Effect; Successors and Assigns.
This Agreement and all of the provisions hereof shall be binding upon the undersigned and the heirs, successors, personal representatives, executors, administrators, and assigns of the undersigned. This Agreement and all of the provisions hereof shall inure to the benefit of the Underwriter and its respective successors and assigns. The Underwriter is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and conditions hereof as if it were a party hereto.
Section 9. Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, and hereby waives, and agrees not to assert in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that any such suit, action, or proceeding is brought in an inconvenient forum.
Section 10. Entire Agreement.
This Agreement constitutes the entire agreement and understanding between the undersigned and the Underwriter with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties relating to the subject matter hereof. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
Section 11. Amendments.
This Agreement may not be amended, modified, supplemented, or waived, in whole or in part, except by an instrument in writing signed by both the undersigned and the Underwriter. No failure or delay by the Underwriter in exercising any right, power, or privilege under this Agreement 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 hereunder.
Section 12. Counterparts.
This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be equally as effective as delivery of a manually executed counterpart of this Agreement.
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this letter shall become a binding agreement between the undersigned and the Underwriter in accordance with its terms.
[Signature Page Follows]
Very truly yours,
________________________________________
Print Name: [Name]
Title: [Title]
Address:
________________________________________
________________________________________
________________________________________
Date: ________
If the undersigned is Birchwood Capital Partners, L.P.:
BIRCHWOOD CAPITAL PARTNERS, L.P.
By: Birchwood Capital Management LLC,
its General Partner
By: ________
Name: [Authorized Signatory]
Title: [Title]
Address:
________________________________________
________________________________________
________________________________________
Date: ________
ACCEPTED AND AGREED:
GREYSTONE HARWICK & CO., LLC
By: ________
Name: David C. Reinhardt
Title: Head of Equity Capital Markets
Date: ________
or
GREYSTONE HARWICK & CO., LLC
By: ________
Name: Sarah P. Langford
Title: Vice President, Equity Capital Markets
Date: ________
SCHEDULE A
LIST OF PERSONS SUBJECT TO LOCK-UP AGREEMENT
(Indicative — Subject to Finalization)
The following persons are expected to be required to execute a Lock-Up Agreement in substantially the form attached hereto in connection with the Offering:
I. Directors of Quorum Insurance Holdings Corp.
II. Executive Officers of Quorum Insurance Holdings Corp.
III. Holders of 5% or More of Outstanding Common Stock
Percentages calculated based on approximately 38,125,000 shares of Common Stock outstanding as of the most recent practicable date prior to the Offering. Schedule to be finalized based on the Company's capitalization table and Section 16 filer list as of the pricing date of the Offering. Additional holders of 5% or more, if identified in the course of due diligence or through updated Schedule 13D/13G filings, shall be added to this Schedule prior to pricing.
Prepared by Calderwood & Harkness LLP C&H Matter No. 1025-00001 DRAFT — NOT FOR EXECUTION
Name | Position
Helen M. Strickland | Chair of the Board of Directors
[Director 2] | Independent Director
[Director 3] | Independent Director
[Director 4] | Independent Director
[Director 5] | Director
Name | Position
Martin R. Calloway | Chief Executive Officer
Diana L. Prescott | Chief Financial Officer
Yusuf A. Okafor | General Counsel & Corporate Secretary
[Executive Officer 4] | [Title]
Name | Shares Beneficially Owned (Approx.) | Percentage of Outstanding (Approx.)
Birchwood Capital Partners, L.P. | 4,270,000 shares | 11.2%
Redfield Mutual Fund Group | 2,150,000 shares | 5.6%

DRAFT — Prepared by Calderwood & Harkness LLP C&H Matter No. 1025-00001

LOCK-UP AGREEMENT

BIRCHWOOD CAPITAL PARTNERS, L.P.

ACCEPTED AND AGREED:

GREYSTONE HARWICK & CO., LLC

GREYSTONE HARWICK & CO., LLC

SCHEDULE A

LIST OF PERSONS SUBJECT TO LOCK-UP AGREEMENT

Record

Parties

Dates

Amounts