This SPONSOR AGREEMENT (this Agreement), dated as of March 3, 2021, is made by and among Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the Sponsor), Reinvent Technology Partners Z, a Cayman Islands exempted company (the Company), and Hippo Enterprises Inc., a Delaware corporation (Hippo). The Sponsor, the Company and Hippo are sometimes referred to herein individually as a Party and collectively as the Parties.
WHEREAS, the Sponsor holds 5,630,000 shares of Acquiror Class B Common Stock and 4,400,000 Acquiror Warrants;
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company, RTPZ Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (Merger Sub), and Hippo, have entered into an Agreement and Plan of Merger (as amended or modified from time to time, the Merger Agreement), dated as of the date hereof, pursuant to which, among other transactions, (a) Merger Sub is to merge with and into Hippo (the First Merger), with Hippo continuing on as the surviving entity and a wholly owned subsidiary of the Company and (b) immediately following the First Merger, the surviving corporation of the First Merger is to merge with and into the Company (the Second Merger and, together with the First Merger, the Mergers), in each case, on the terms and conditions set forth therein;
WHEREAS, pursuant to the Merger Agreement, the Company will migrate to and domesticate as a Delaware corporation prior to the Closing; and
WHEREAS, in connection with the Domestication, all of the 5,630,000 shares of Acquiror Class B Common Stock held by the Sponsor will be converted into 5,630,000 shares of Domesticated Acquiror Common Stock (such 5,630,000 shares (and not, for the avoidance of doubt, any shares of Common Stock acquired pursuant to the PIPE Investment, if applicable, or acquired following the consummation of the Closing), the Sponsor Shares) and all of the 4,400,000 Acquiror Warrants held by the Sponsor will be converted into 4,400,000 Domesticated Acquiror Warrants (such 4,400,000 warrants, the Sponsor Warrants).
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated when used in this Agreement with initial capital letters:
Affiliate has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
Board means the Board of Directors of the Company.