Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Lemonade Group Inc. 2015 Incentive Share Option Plan and Option Agreement to which this Proxy is attached.
The undersigned, as record holder of securities of Lemonade, Inc. (the “Company”), hereby irrevocably appoints such person or persons as shall be designated from time to time by the Board of the Company (it is being clarified that the Board shall not be required to provide the undersigned with a notice of the identity of such designee in order for the designation to be effective), with the full power of substitution, as my proxy to attend all shareholders’ meetings and to vote, execute consents, and otherwise represent me with respect to any and all shares that the undersigned will hold or be entitled to vote at any time (including without limitation in respect of Shares issued upon exercise of Options under the Lemonade Group Inc. 2015 Incentive Share Option Plan), in the same manner and with the same effect as if the undersigned were personally present at any such meeting or voting such securities or personally acting on any matters submitted to shareholders for approval or consent, including, without limitation (a) any “Transaction” as such term is defined in the Option Plan, or the sale, lease or other disposition of material assets of the Company outside the ordinary course of business; (b) any “Liquidation” or “Dissolution”, as such term is defined or applied in the Company’s Certificate of Incorporation as may be amended from time to time and/or in Section 9 of the ISOP; (c) any sale of all or substantially all of the assets of the Company; (d) any private or public placement of Company shares, including without limitation an “IPO” of the Company as such term is defined in the Certificate of Incorporation; (e) any Bring Along Transaction (as defined in the Option Agreement to which this Proxy is attached) (any of (i)-(v), a “Special Transaction”).
For avoidance of doubt and notwithstanding anything to the contrary herein, the Shares, if represented by this Proxy at any shareholders meeting or in a written consent, shall be taken into account in determining any quorum or other voting requirements.
The Shares shall be voted by the Proxy holder in the same proportion as the votes of the other shareholders of the Company attending at such shareholders meeting in person, by proxy or in any other way and voting thereon. For the avoidance of doubt and notwithstanding anything to the contrary, all Shares represented by this Proxy shall be voted whether or not all other shareholders attended such shareholders meeting.
Without derogating from the above, the undersigned hereby authorizes and grants the proxy holder, upon the approval of any Special Transaction by the required majority, the right to sign and execute in the undersigned’s name and on the undersigned’s behalf any relevant document concerning the Transaction (including any agreement), including any agreement covering or ancillary to the Special Transaction, such as, but not limited to, resolutions, decisions, requests, instruments, receipts and the like, and any affidavit or approval with respect to the Shares or to the rights which they represent in the Company in as much as the proxy holder shall deem it necessary or desirable to do so. In addition and without derogating from the generality of the foregoing, the undersigned hereby authorizes and grants the proxy holder the right to sign any document as aforesaid and any affidavit or approval and/or to make and execute any undertaking in the name of the undersigned and on his behalf if the proxy holder shall, in his sole discretion, deem that the document, affidavit or approval is necessary or desirable for purposes of effectuating any Special Transaction (including without limitation, any lock up or stand still agreement in connection with the Company’s offering of its shares to the public).
Without derogating from the generality of the foregoing, with respect to a Bring Along Transaction, in the event that shareholders holding the requisite majority required under the Certificate of Incorporation (the “Initiating Shareholders”), indicate their acceptance of a Purchase Offer (as such term is defined in the Option Agreement to which this Proxy is attached) then the proxy holder shall: