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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______.
Commission file number 001-39711

HIPPO HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
32-0662604
(State of incorporation)
(I.R.S. Employer Identification No.)
150 Forest Avenue
Palo Alto, California
94301
(Address of Principal Executive Offices)
(Zip Code)
(650) 294-8463
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par value per shareHIPONew York Stock Exchange
Warrants to purchase common stockHIPO.WSNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer  
☒
Smaller reporting company
☒
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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  ☐    No  ☒

The registrant had outstanding 568,103,749 shares of common stock as of May 9, 2022.



Table of Contents

Page
Consolidated Financial Statements
Item 2
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Item 3
Quantitative and Qualitative Disclosures About Market Risk
Item 4
Controls and Procedures
Part II. Other Information
Item 1
Legal Proceedings
Item 1A
Risk Factors
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
Item 3
Defaults Upon Senior Securities
Item 4
Mine Safety Disclosures


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Hippo Holdings Inc. (“Hippo,” the “Company,” “we,” “us” and “our”) contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for our future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

•our future results of operations and financial condition and our ability to attain profitability;
•our ability to grow our business and, if such growth occurs, to effectively manage such growth;
•customer satisfaction and our ability to attract, retain, and expand our customer base;
•our ability to maintain and enhance our brand and reputation;
•our business strategy, including our diversified distribution strategy and our plans to expand into new markets and new products;
•the effects of seasonal trends on our results of operations;
•our expectations about our book of business, including our ability to cross-sell and to attain greater value from each customer;
•our ability to compete effectively in our industry;
•our ability to maintain reinsurance contracts and our near- and long-term strategies and expectations with respect to cession of insurance risk;
•our ability to utilize our proprietary technology;
•our ability to underwrite risks accurately and charge profitable rates;
•our ability to leverage our data, technology and geographic diversity to help manage risk;
•our ability to protect our intellectual property;
•our ability to expand our product offerings or improve existing ones;
•our ability to attract and retain personnel, including our officers and key employees;
•potential harm caused by misappropriation of our data and compromises in cybersecurity;
•potential harm caused by changes in internet search engines’ methodologies;
•our expected use of cash on our balance sheet, our future capital needs and our ability to raise additional capital;
•fluctuations in our results of operations and operating metrics;
•our ability to receive, process, store, use and share data, and compliance with laws and regulations related to data privacy and data security;
•our ability to stay in compliance with laws and regulation that currently apply, or become applicable, to our business both in the United States and internationally;
•our inability to predict the lasting impacts of COVID-19 to our business in particular, and the global economy generally;
•our public securities’ liquidity and trading; and
•other factors detailed in the section titled “Risk Factors” in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q.


These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

PART I - Financial Information
Item 1: Financial Statements
HIPPO HOLDINGS INC.
(In millions, except share and per share data)
(Unaudited)


March 31,
2022		December 31,
2021
(Unaudited)
Assets
Investments:
Fixed maturities available-for-sale, at fair value (amortized cost: $89.5 and $55.6, respectively)
$86.5 $54.9 
Short-term investments348.9 9.1 
Total investments435.4 64.0 
Cash and cash equivalents336.8 775.6 
Restricted cash44.8 43.1 
Accounts receivable, net of allowance of $0.3 and $0.4, respectively
61.0 56.5 
Reinsurance recoverable on paid and unpaid losses and LAE321.4 266.9 
Prepaid reinsurance premiums236.0 231.6 
Ceding commissions receivable49.2 41.6 
Capitalized internal use software30.3 25.9 
Goodwill53.5 53.5 
Intangible assets30.3 32.2 
Other assets75.8 51.8 
Total assets$1,674.5 $1,642.7 
Liabilities and stockholders’ equity
Liabilities:
Loss and loss adjustment expense reserve$282.4 $260.8 
Unearned premiums252.1 253.1 
Reinsurance premiums payable201.7 159.4 
Provision for commission 14.4 12.3 
Contingent consideration liability14.1 11.6 
  Accrued expenses and other liabilities101.1 83.8 
Total liabilities865.8 781.0 
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.0001 par value per share; 2,000,000,000 and 2,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 567,754,016 and 565,031,129 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
— — 
Additional paid-in capital1,504.4 1,488.3 
Accumulated other comprehensive loss(3.3)(0.7)
Accumulated deficit(695.6)(628.0)
Total Hippo stockholders’ equity805.5 859.6 
Noncontrolling interest3.2 2.1 
Total stockholders’ equity808.7 861.7 
Total liabilities and stockholders’ equity$1,674.5 $1,642.7 
See Notes to the Consolidated Financial Statements

1
HIPPO HOLDINGS INC.
Consolidated Statements of Operations and Comprehensive Loss
(In millions, except share and per share data)
(Unaudited)

Three Months Ended March 31,
20222021
Revenue:
Net earned premium$9.0 $8.8 
Commission income, net11.5 5.2 
Service and fee income3.6 2.9 
Net investment income0.4 0.1 
Total revenue24.5 17.0 
Expenses:
Losses and loss adjustment expenses22.5 19.0 
Insurance related expenses13.2 5.8 
Technology and development14.7 6.9 
Sales and marketing24.9 24.7 
General and administrative16.5 8.3 
Interest and other (income) expense(1.0)147.1 
Total expenses90.8 211.8 
Loss before income taxes(66.3)(194.8)
Income tax expense0.2 0.1 
Net loss(66.5)(194.9)
Net income attributable to noncontrolling interests, net of tax1.1 0.3 
Net loss attributable to Hippo $(67.6)$(195.2)
Other comprehensive income:
Change in net unrealized gain or loss on investments, net of tax(2.6)(0.6)
Comprehensive loss attributable to Hippo$(70.2)$(195.8)
Per share data:
Net loss attributable to Hippo - basic and diluted$(67.6)$(195.2)
Weighted-average shares used in computing net loss per share attributable to Hippo - basic and diluted561,620,061 95,970,269 
Net loss per share attributable to Hippo - basic and diluted$(0.12)$(2.03)
See Notes to the Consolidated Financial Statements

2
HIPPO HOLDINGS INC.
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(In millions, except share data)
(Unaudited)


Convertible Preferred StockCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Accumulated Deficit Total Hippo Stockholders' Equity (Deficit )Non controlling InterestsTotal Stockholders’ Equity (Deficit)
SharesAmountSharesAmount
Balance at January 1, 2022— $— 565,031,129 $— $1,488.3 $(0.7)$(628.0)$859.6 $2.1 $861.7 
Net loss— — — — — — (67.6)(67.6)1.1 (66.5)
Other comprehensive income— — — — — (2.6)— (2.6)— (2.6)
Issuance of common stock upon exercise of stock options and vesting of RSUs— — 2,722,887 — 1.2 — — 1.2 — 1.2 
Shares withheld related to net share settlement— — — — (1.0)— — (1.0)— (1.0)
Vesting of early exercised stock options— — — — 0.2 — — 0.2 — 0.2 
Stock-based compensation expense— — — — 15.7 — — 15.7 — 15.7 
Balance at March 31, 2022— $— 567,754,016 $— $1,504.4 $(3.3)$(695.6)$805.5 $3.2 $808.7 

Balance at January 1, 2021305,887,443 $344.8 92,547,014 $— $56.9 $0.1 $(256.6)$(199.6)$0.1 $(199.5)
Net loss— — — — — — (195.2)(195.2)0.3 (194.9)
Other comprehensive income— — — — — (0.6)— (0.6)— (0.6)
Issuance of common stock upon exercise of stock options— — 4,604,469 — 1.9 — — 1.9 — 1.9 
Vesting of early exercised stock options— — 171,695 — 0.2 — — 0.2 — 0.2 
Repurchase of common stock— — (21,732)— — — — — — — 
Stock-based compensation expense— — — — 2.9 — — 2.9 — 2.9 
Other— — — — — — (0.1)(0.1)0.1 — 
Balance at March 31, 2021305,887,443 $344.8 97,301,446 $— $61.9 $(0.5)$(451.9)$(390.5)$0.5 $(390.0)
See Notes to the Consolidated Financial Statements

3
HIPPO HOLDINGS INC.
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Three Months Ended March 31,
20222021
Cash flows from operating activities:
Net loss$(66.5)$(194.9)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3.9 2.5 
Stock–based compensation expense13.4 2.5 
Change in fair value of preferred stock warrant liabilities— 97.1 
Change in fair value of warrant liability(1.2)— 
Change in fair value of contingent consideration liability3.2 0.6 
Change in fair value of derivative liability on notes— 39.3 
Amortization of debt discount— 8.2 
Non-cash service expense— 7.0 
Other non-cash items0.2 2.7 
Changes in assets and liabilities:
Accounts receivable, net(4.5)(5.4)
Reinsurance recoverable on paid and unpaid losses and LAE(54.5)(74.6)
Ceding commissions receivable(7.6)(6.4)
Prepaid reinsurance premiums(4.4)(26.6)
Other assets(3.3)(10.2)
Provision for commission2.1 (3.1)
Accrued expenses and other liabilities(2.3)26.1 
Loss and loss adjustment expense reserves21.6 62.8 
Unearned premiums(1.0)24.7 
Reinsurance premiums payable42.3 32.2 
Net cash used in operating activities(58.6)(15.5)
Cash flows from investing activities:
Capitalized internal use software costs(3.8)(2.7)
Purchase of intangible assets— (3.3)
Purchases of property and equipment(2.4)— 
Purchases of investments(385.4)(5.8)
Maturities of investments12.8 0.7 
Sales of investments2.6 2.1 
Other(2.0)— 
Net cash used in investing activities(378.2)(9.0)
Cash flows from financing activities:
Taxes paid related to net share settlement of equity awards    (1.0)— 
Proceeds from exercise of options1.2 1.9 
Other(0.5)(1.7)
Net cash (used in) provided by financing activities(0.3)0.2 
Net increase in cash, cash equivalents, and restricted cash(437.1)(24.3)
Cash, cash equivalents, and restricted cash at the beginning of the period818.7 492.4 
Cash, cash equivalents, and restricted cash at the end of the period$381.6 $468.1 
Supplemental disclosures of non-cash financing and investing activities:
Convertible promissory notes issued for services— 7.0 
Unpaid transaction costs— 3.9 
See Notes to the Consolidated Financial Statements

4
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)

1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Hippo Holdings Inc., referred to in these Notes to the Consolidated Financial Statements as “Hippo” or the “Company,” specializes in the underwriting, administration, and marketing of personal property and commercial insurance policies. The Company’s subsidiary, Hippo Analytics Inc., is a licensed insurance agency that provides various insurance services, including some or all of the following services for affiliated and non-affiliated insurance carriers: soliciting, marketing, servicing, underwriting, or providing claims processing services for a variety of commercial and personal insurance products. Hippo Analytics Inc. offers its insurance products through licensed insurance agents, and direct-to-consumer channels. The Company’s insurance company subsidiaries, Spinnaker Insurance Company (“Spinnaker”), an Illinois domiciled insurance company, Spinnaker Specialty Insurance Company ("SSIC”), a Texas domiciled authorized surplus lines insurance company, and Mainsail Insurance Company (“MIC”), a Texas domiciled insurance company, underwrite personal and commercial insurance products on a direct basis through licensed insurance agents and surplus lines brokers. The Company has a wholly-owned Cayman domiciled captive insurance company, RH Solutions Insurance (Cayman) Ltd. (“RHS”) which assumes insurance risk of policies from affiliated and non-affiliated insurance carriers.

Hippo was originally incorporated under the name Reinvent Technology Partners Z (“RTPZ”) as a Cayman Islands exempted company on October 2, 2020 for the purpose of effecting a merger, capital stock-exchange, asset acquisition, share purchase, reorganization, or similar business combination. On August 2, 2021, RTPZ domesticated as a Delaware corporation and changed its name to “Hippo Holdings Inc.” (the “Domestication”) and consummated the merger (the “First Merger”) of RTPZ Merger Sub Inc. (“Merger Sub”), a Delaware corporation and subsidiary of RTPZ, with and into Hippo Enterprises Inc., a Delaware corporation (“Old Hippo”), with Old Hippo surviving the Merger as a wholly owned subsidiary of the Company immediately following the First Merger, and Old Hippo (as the surviving corporation of the First Merger) was merged with and into the Company, with the Company surviving (the “Second Merger” and, together with the First Merger, the “Mergers” or the “Business Combination”). The Business Combination was completed pursuant to the terms of the Agreement and Plan of Merger, dated as of March 3, 2021, by and among RTPZ, Merger Sub and Old Hippo.
Basis of Presentation and Consolidation
The interim consolidated financial statements and accompanying notes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the Company’s consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted accordingly.

The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of the results for a full year.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, loss and loss adjustment expense (“LAE”) reserves, provision for commission slide and cancellations, reinsurance recoverable on paid and unpaid losses and LAE, the fair values of investments, fair value of common stock prior to the Business Combination, stock-based awards, acquired intangible assets and goodwill, deferred tax
5
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
assets and uncertain tax positions, and revenue recognition. The Company evaluates these estimates on an ongoing basis. These estimates are informed by experience and other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ significantly from these estimates.
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases, and makes other conforming amendments to U.S. GAAP. ASU 2016-02 requires, among other changes to the lease accounting guidance, lessees to recognize most leases on-balance sheet via a right of use (“ROU”) asset and lease liability, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative disclosures to enable users to understand the amount, timing, and judgements related to leases and the related cash flows. The Company adopted the new standard as of January 1, 2022, using the modified retrospective method of adoption with no adjustment to the opening balance sheet. The Company elected the package of practical expedients to not (i) reassess whether any expired or existing contracts are or contain a lease, (ii) reassess historical lease classifications for existing leases, and (iii) reassess initial direct costs for existing leases. The adoption of Topic 842 resulted in the recognition of lease liabilities of $17.4 million and corresponding ROU assets of $16.7 million which includes the effect of $0.7 million from reclassifying previously recognized deferred rent as an offset, in accordance with the transition guidance. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statements of operations or consolidated statements of cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The Company early adopted Topic 326 effective January 1, 2022 using the modified retrospective approach which resulted in no cumulative-effect adjustment to retained earnings. The adoption of the accounting guidance did not have a material impact on the Company’s available-for-sale securities.

In December 2020, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 as of January 1, 2022, under the private company transition guidance and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
Leases
Leases arise from contractual obligations that convey the right to control the use of an identified property, plant or equipment for a stated time period in exchange for consideration. The Company determines if an arrangement is, or contains a lease at contract inception. Lease classification is determined at the lease commencement date, on which the leased assets are available for the Company’s use. The Company recognizes a ROU asset and a corresponding lease liability at commencement date for operating leases. ROU assets are presented under other assets and lease liabilities are presented under accrued expenses and other liabilities in the consolidated balance sheets. The Company did not have any material finance leases in the periods presented.

ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make payments during the lease term. ROU assets are recognized at the lease commencement date for the lease liability amount, adjusted for initial direct costs incurred and lease incentives received. Lease liabilities are recognized at commencement based on the present value of the future lease payments over the lease term. Lease terms may include options to extend or terminate the lease when the Company believes it is reasonably certain that the Company will exercise such options. Since the implicit discount rate for operating leases is not readily determinable, the Company uses an estimate of its incremental borrowing rate (“IBR”)
6
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
on the lease commencement date in determining the present value of lease payments. IBR is determined based on information available at lease commencement including interest rates, credit ratings, credit spreads, and lease term. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company accounts for lease and non-lease components as a single lease component. Accordingly, the Company includes fixed non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities. Non-lease components that are not fixed are expensed as incurred as variable lease payments. The Company does not record leases on the balance sheet that have a term of 12 months or less at the lease commencement date.
2. Investments
The amortized cost and fair value of fixed maturities securities and short-term investments are as follows (in millions):
March 31, 2022
Amortized CostUnrealized GainsUnrealized LossesFair Value
Fixed maturities available-for-sale:
U.S. government and agencies$15.1 $— $(0.2)$14.9 
States, and other territories5.8 — (0.4)5.4 
Corporate securities40.2 — (1.0)39.2 
Foreign securities0.9 — — 0.9 
Residential mortgage-backed securities10.9 — (0.7)10.2 
Commercial mortgage-backed securities6.6 — (0.4)6.2 
Asset backed securities10.0 — (0.3)9.7 
Total fixed maturities available-for-sale89.5 — (3.0)86.5 
Short-term investments:
U.S. government and agencies349.2 — (0.3)348.9 
Total$438.7 $— $(3.3)$435.4 
December 31, 2021
Amortized CostUnrealized GainsUnrealized LossesFair Value
Fixed maturities available-for-sale:
U.S. government and agencies$9.3 $— $— $9.3 
States, and other territories5.8 — (0.1)5.7 
Corporate securities17.3 — (0.2)17.1 
Foreign securities0.9 — — 0.9 
Residential mortgage-backed securities10.8 — (0.2)10.6 
Commercial mortgage-backed securities4.8 — (0.1)4.7 
Asset backed securities6.7 — (0.1)6.6 
Total fixed maturities available-for-sale$55.6 $— $(0.7)$54.9 
Short-term investments:
U.S. government and agencies9.1 — — 9.1 
Total$64.7 $— $(0.7)$64.0 
7
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
The following tables present the gross unrealized losses and related fair values for the Company’s investments in available-for-sale debt securities, grouped by duration of time in a continuous unrealized loss position as of March 31, 2022, and December 31, 2021 (in millions):


March 31, 2022
Less than 12 months12 months or moreTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Fixed maturities available-for-sale:
U.S. government and agencies$14.4 $(0.2)$0.5 $— $14.9 $(0.2)
States, and other territories0.5 — 4.9 (0.4)5.4 (0.4)
Corporate securities25.9 (0.4)10.8 (0.6)36.7 (1.0)
Residential mortgage-backed securities3.0 (0.2)6.5 (0.5)9.5 (0.7)
Commercial mortgage-backed securities— — 4.3 (0.4)4.3 (0.4)
Asset backed securities4.6 (0.1)4.2 (0.2)8.8 (0.3)
Short-term investments:
U.S. government and agencies348.9 (0.3)— — 348.9 (0.3)
Total $397.3 $(1.2)$31.2 $(2.1)$428.5 $(3.3)

December 31, 2021
Less than 12 months12 months or moreTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
States, and other territories5.2 (0.1)— — 5.2 (0.1)
Corporate securities15.9 (0.2)— — 15.9 (0.2)
Residential mortgage-backed securities10.5 (0.2)— — 10.5 (0.2)
Commercial mortgage-backed securities4.7 (0.1)— — 4.7 (0.1)
Asset backed securities5.4 (0.1)— — 5.4 (0.1)
Total $41.7 $(0.7)$— $— $41.7 $(0.7)

    The Company has determined that unrealized losses as of March 31, 2022 and December 31, 2021 resulted from the interest rate environment, rather than a deterioration of the creditworthiness of the issuers. Therefore, the
8
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
Company determined that an allowance for credit losses was not necessary as it is more likely than not that the Company will not be required to sell the investments before the recovery of the amortized cost basis.
The amortized cost and fair value of fixed maturities securities by contractual maturity are as follows (in millions):
March 31, 2022
Amortized CostFair Value
Due to mature:
One year or less$8.4 $8.3 
After one year through five years46.8 45.6 
After five years6.8 6.5 
Residential mortgage-backed securities10.9 10.2 
Commercial mortgage-backed securities6.6 6.2 
Asset backed securities10.0 9.7 
Total fixed maturities available-for-sale$89.5 $86.5 
Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Net realized gains on fixed maturity securities were insignificant for the three months ended March 31, 2022 and 2021, respectively.
The Company’s net investment income is comprised of the following (in millions):

Three Months Ended March 31,
20222021
Fixed maturities income$0.2 $0.1 
Short-term investment income0.2 — 
Total gross investment income0.4 0.1 
Investment expenses— — 
Net investment income$0.4 $0.1 
    
Pursuant to certain regulatory requirements, the Company is required to hold assets on deposit with various state insurance departments for the benefit of policyholders. These special deposits are included in cash and cash equivalents, or fixed maturities, available-for-sale on the consolidated balance sheets. The carrying value of securities on deposit with state regulatory authorities total $9.0 million and $8.4 million as of March 31, 2022 and December 31, 2021, respectively.
9
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
3. Cash, Cash Equivalents, and Restricted Cash
The following table sets forth the cash, cash equivalents, and restricted cash (in millions):
March 31,
2022		December 31,
2021
Cash and cash equivalents:
Cash$141.4 $219.2 
Money market funds161.4 556.4 
Treasury bills34.0 — 
Total cash and cash equivalents336.8 775.6 
Restricted cash:
Fiduciary assets26.7 25.0 
Letters of credit and cash on deposit18.1 18.1 
Total restricted cash44.8 43.1 
Total cash, cash equivalents, and restricted cash$381.6 $818.7 
10
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
4. Fair Value Measurement
The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis (in millions):
March 31, 2022
Level 1Level 2Level 3Total
Financial assets:
Cash equivalents:
Money market funds$161.4 $— $— $161.4 
Treasury bills34.0 — — 34.0 
Total cash equivalents195.4 — — 195.4 
Fixed maturities available-for-sale:
U.S. government and agencies14.9 — — 14.9 
States, and other territories— 5.4 — 5.4 
Corporate securities— 39.2 — 39.2 
Foreign securities— 0.9 — 0.9 
Residential mortgage-backed securities— 10.2 — 10.2 
Commercial mortgage-backed securities— 6.2 — 6.2 
Asset backed securities— 9.7 — 9.7 
Total fixed maturities available-for-sale14.9 71.6 — 86.5 
Short term investments
U.S. government and agencies348.9 — — 348.9 
Total financial assets$559.2 $71.6 $— $630.8 
Financial liabilities:
Contingent consideration liability$— $— $14.1 $14.1 
Public warrants1.6 — — 1.6 
Private placement warrants— 1.5 — 1.5 
Total financial liabilities$1.6 $1.5 $14.1 $17.2 
11
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
December 31, 2021
Level 1Level 2Level 3Total
Financial assets:
Cash equivalents:
Money market funds$556.4 $— $— $556.4 
Total cash equivalents556.4 — — 556.4 
Fixed maturities available-for-sale:
U.S. government and agencies9.3 — — 9.3 
States, and other territories— 5.7 — 5.7 
Corporate securities— 17.1 — 17.1 
Foreign securities— 0.9 — 0.9 
Residential mortgage-backed securities— 10.6 — 10.6 
Commercial mortgage-backed securities— 4.7 — 4.7 
Asset backed securities— 6.6 — 6.6 
Total fixed maturities available-for-sale9.3 45.6 — 54.9 
Short term investments
U.S. government and agencies— 9.1 — 9.1 
Total financial assets$565.7 $54.7 $— $620.4 
Financial liabilities:
Contingent consideration liability$— $— $11.6 $11.6 
Public warrants2.2 — — 2.2 
Private placement warrants— 2.1 — 2.1 
Total financial liabilities$2.2 $2.1 $11.6 $15.9 
The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of each reporting period. There were no transfers between levels in the fair value hierarchy during the three months ended March 31, 2022.
Contingent Consideration
The contingent consideration, relating to the Company’s 2019 acquisition of North American Advantage Insurance Services, LLC, is re-valued to fair value at the end of each reporting period using the present value of future payments based on an estimate of revenue and customer renewals. North American Advantage Insurance Services, LLC’s ultimate parent company was Lennar Corporation, a related party of the Company. There is no limit to the maximum potential contingent consideration as the consideration is based on acquired customer retention. The table below presents the changes in the contingent consideration liability valued using Level 3 inputs (in millions):

20222021
Balance as of January 1,$11.6 $12.0 
Payments of contingent consideration(0.7)(0.7)
Changes in fair value3.2 0.6 
Balance as of March 31,$14.1 $11.9 
12
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)

Preferred Stock Warrant Liabilities
The preferred stock warrants were issued through the issuance of Series A-2 and Series C-1 Preferred Stock in March 2017 and October 2018, respectively. The warrants were vested immediately. Prior to the Business Combination on August 2, 2021, the holders exercised their warrants for 2,494,116 shares of Old Hippo preferred stock in exchange for 17,344,906 shares of the Company’s common stock.
The warrants were classified as a liability as the underlying redeemable convertible preferred stock was not considered redeemable and would have required us to transfer assets upon exercise. The warrants were recorded at fair value upon issuance and are subject to remeasurement of fair value using the Black-Scholes-Merton option-pricing model at each balance sheet date.
The table below presents changes in the preferred stock warrant liability valued using Level 3 inputs (in millions):
2021
Balance as of January 1,$22.9 
Changes in fair value97.1 
Balance as of March 31,$120.0 
The following assumptions were used in determining fair value of the convertible preferred stock warrant liabilities:

March 31, 2021
Fair value of Series A-2 Preferred Stock$59.10 
Fair value of Series C-1 Preferred Stock$59.73 
Exercise price A-2 Preferred Stock$1.57 
Exercise price C-1 Preferred Stock$11.74 
Expected term (in years)
1.6-6.0
Expected volatility
29.0%-43.8%
Risk-free interest rate
0.1%-1.2%
Expected dividend yield— %

Derivative liability on notes

The embedded derivative liabilities on the previously issued and outstanding convertible promissory notes were re-valued to the then current fair value at the end the reporting period using the income-based approach with or without a 10% discount. The expected time to conversion used in the mark to market valuation was 0.3-2.9 years. The table below presents the changes in derivative liability on convertible promissory notes valued using Level 3 inputs (in millions):
2021
Balance as of January 1,$113.3 
Initial measurement of new derivative2.8 
Changes in fair value39.3 
Balance as of March 31,$155.4 
13
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
5. Intangible Assets

March 31, 2022December 31, 2021
Weighted- Average Useful Life Remaining (in years)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
(in millions)(in millions)
Agency and carrier relationships6.7$13.5 $(2.1)$11.4 $13.5 $(1.7)$11.8 
State licenses and domain nameIndefinite10.5 — 10.5 10.5 — 10.5 
Customer relationships3.013.7 (6.6)7.1 13.7 (6.0)7.7 
Developed technology—— — — 3.6 (2.7)0.9 
VOBA—— — — 0.1 (0.1)— 
Other6.52.0 (0.7)1.3 2.0 (0.7)1.3 
Total intangible assets, net$39.7 $(9.4)$30.3 $43.4 $(11.2)$32.2 

Amortization expense related to intangible assets for the three months ended March 31, 2022 and 2021 was $1.9 million and $1.4 million, respectively. The amortization expense is included in technology and development expenses for developed technology, sales and marketing expenses for customer relationships, agency relationships, carrier relationships and other. Amortization expense related to value of business acquired (VOBA) is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.
6. Capitalized Internal Use Software
March 31,
2022		December 31,
2021
(in millions)
Capitalized internal use software$40.7 $34.5 
Less: accumulated amortization(10.4)(8.6)
Total capitalized internal use software$30.3 $25.9 
Amortization expense totaled $1.8 million and $1.0 million for the three months ended March 31, 2022 and 2021, respectively.

14
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
7. Other Assets
March 31,
2022		December 31,
2021
(in millions)
Prepaid expenses$26.1 $21.2 
Claims receivable25.0 24.4 
Lease right-of-use assets15.9 — 
Other8.8 6.2 
Total other assets$75.8 $51.8 

8. Accrued Expenses and Other Liabilities
March 31,
2022		December 31,
2021
(in millions)
Claim payments outstanding$25.3 $23.2 
Lease liability16.6 — 
Advances from customers13.7 8.7 
Deferred revenue10.8 11.2 
Employee related accruals8.1 8.5 
Premium refund liability6.1 4.8 
Fiduciary liability4.6 3.7 
Accrued licenses and taxes3.2 5.8 
Warrant liability3.1 4.3 
Other9.6 13.6 
Total accrued expenses and other liabilities$101.1 $83.8 

15
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
9. Loss and Loss Adjustment Expense Reserves
The reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses, net of reinsurance is summarized as follows for the three months ended March 31, (in millions):
20222021
Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE as of beginning of the period$260.8 $105.1 
Reinsurance recoverables on unpaid losses(217.0)(92.1)
Reserve for losses and LAE, net of reinsurance recoverables as of beginning of the period43.8 13.0 
Add: Incurred losses and LAE, net of reinsurance, related to:
Current year25.3 19.4 
Prior years(2.8)(0.4)
Total incurred22.5 19.0 
Deduct: Loss and LAE payments, net of reinsurance, related to:
Current year8.8 9.8 
Prior year10.4 4.4 
Total paid19.2 14.2 
Reserve for losses and LAE, net of reinsurance recoverables at end of period47.1 17.8 
Add: Reinsurance recoverables on unpaid losses and LAE at end of period235.3 150.1 
Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE as of end of the period$282.4 $167.9 
Loss development occurs when actual losses incurred vary from the Company’s previously developed estimates, which are established through the Company’s loss and LAE reserve estimate processes.

Net incurred losses and LAE experienced favorable development of $2.8 million and $0.4 million for the three months ended March 31, 2022 and 2021, respectively. The prior period development of $2.8 million was driven primarily by favorable net loss development relating to the 2021 accident year, resulting in a net release of $2.1 million from attritional reserves and $0.7 million from catastrophe reserves. These changes are generally a result of ongoing analysis of claims emergence patterns and loss trends.
Unpaid loss and LAE includes anticipated salvage and subrogation recoverable. The amount of anticipated salvage and subrogation recoverable is insignificant as of March 31, 2022.
10. Reinsurance
The Company purchases reinsurance to help manage exposure to property and casualty insurance risks, including attritional and catastrophic risks. The Company’s insurance company subsidiaries have entered into proportional and non-proportional reinsurance treaties, under which a significant portion of the liabilities have been ceded to third party reinsurers. The Company also assumes risk from non-affiliated insurance carriers.

Proportional Reinsurance Treaties — Hippo

For the Company’s primary homeowners reinsurance treaties commencing in 2021 and 2022, the Company secured proportional, quota share reinsurance from a diverse panel of third-party reinsurers. Two of the reinsurers, representing approximately one-third of the programs, provided three-year agreements which incepted in 2021. All reinsurers are either rated “A-” Excellent or better by AM Best, or are collateralized. The Company retains approximately 10% of the premium through its insurance company subsidiaries. Additionally, the reinsurance contracts continue to be subject to variable commission adjustments and loss participation features, including loss ratio caps and loss corridors, and may increase the amount of risk retained by the Company in excess of the
16
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
Company’s pro-rata participation. Such provisions are recognized in the period based on the experience to date under the agreements.

Non-Proportional Reinsurance — Hippo

The Company further reduces its risk retention through the purchase of non-proportional reinsurance, primarily excess of loss catastrophe coverage (“XOL”). Through the Company’s insurance company subsidiaries, the Company is exposed to the risk of natural catastrophe events that could occur on the risks arising from policies underwritten by the Company or other managing general agents (“MGAs”).

In 2021, the per-risk program protected the Company from large, individual claims that are less likely to be associated with catastrophes, such as house fires. The Company purchased this coverage for the benefit of its retained shares for losses on single policies in excess of $0.5 million. The per-risk reinsurance program was not continued in 2022.

Other Reinsurance

Other Spinnaker reinsurance treaties are a mix of proportional and XOL in which approximately 75% to 100% of the risk is ceded. The reinsurance contracts continue to be subject to variable commission adjustments and loss participation features, including loss caps, and may increase the amount of risk retained by the Company in excess of the Company’s proportional participation. Such provisions are recognized in the period the experience to date under the agreement.

The Company also purchases a corporate catastrophe XOL program, which provides protection to the Company from catastrophes that could impact a large number of insurance policies. The XOL program provides protection so that the probability of losses from a single occurrence exceeding the protection purchased is no more than 0.4%, or equivalent to a 1 in 250 year return period. This reinsurance protects the Company from all but the most severe catastrophic events.
With all reinsurance programs, the Company’s wholly owned insurance carriers are not relieved of their primary obligations to policyholders in the event of a default or the insolvency of its reinsurers. As a result, a credit exposure exists to the extent that any reinsurer fails to meet its obligations assumed in the reinsurance agreements. To mitigate this exposure to reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and, in certain circumstances, hold substantial collateral (in the form of funds withheld, qualified trusts, and letters of credit) as security under the reinsurance agreements. No amounts have been recorded in the three months ended
17
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2022 and 2021 for amounts anticipated to be uncollectible or for the anticipated failure of a reinsurer to meet its obligations under the contracts.
The following tables reflect amounts affecting the consolidated statements of operations and comprehensive loss for ceded reinsurance as of and for the three months ended March 31, 2022, and 2021 (in millions).
For the Three Months Ended March 31,
20222021
Written premiumsEarned premiumsLoss and LAE incurredWritten premiumsEarned premiumsLoss and LAE incurred
Direct$117.0 $120.1 $90.9 $95.1 $71.0 $142.1 
Assumed0.1 — 0.3 4.1 3.4 5.3 
Gross117.1 120.1 91.2 99.2 74.4 147.4 
Ceded(116.5)(111.1)(68.7)(92.0)(65.6)(128.4)
Net$0.6 $9.0 $22.5 $7.2 $8.8 $19.0 


As of March 31, 2022 and December 31, 2021, a provision for sliding scale commissions of $9.2 million and $8.6 million, respectively, is included in provision for commission on the consolidated balance sheets. As of March 31, 2022 and December 31, 2021, a receivable for sliding scale commissions of $3.1 million and $2.7 million, respectively, is included in ceding commissions receivable on the consolidated balance sheets.
As of March 31, 2022 and December 31, 2021, a provision for loss participation features of $16.4 million and $8.3 million, respectively, was recorded as a contra-asset in reinsurance recoverable on the consolidated balance sheets.
11. Geographical Breakdown of Gross Written Premium
Gross written premium by state is as follows (in millions):

Three Months Ended March 31,
2022
2021
Amount% of GWPAmount% of GWP
State
Texas$33.9 28.9 %$33.0 33.3 %
California22.1 18.9 %18.9 19.1 %
Florida6.8 5.8 %5.8 5.8 %
Georgia6.1 5.2 %4.1 4.1 %
Illinois3.5 3.0 %3.1 3.1 %
Colorado3.2 2.7 %2.5 2.5 %
Missouri3.0 2.6 %2.4 2.4 %
Arizona3.1 2.6 %2.4 2.4 %
Ohio2.6 2.2 %2.0 2.0 %
New Jersey2.6 2.2 %2.2 2.2 %
Other30.2 25.8 %22.8 23.0 %
Total$117.1 100 %$99.2 100 %
18
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
12. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may become involved in litigation or other legal proceedings. The Company is routinely named in litigation involving claims from policyholders. Legal proceedings relating to claims are reserved in the normal course of business. The Company does not believe it is a party to any pending litigation or other legal proceedings that is likely to have a material adverse effect on our business, financial condition or results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
On November 19, 2021, Hippo and its Chief Executive Officer (“CEO”) were named in a civil action in San Francisco Superior Court brought by Eyal Navon. Mr. Navon brings six causes of action against Hippo’s CEO for breach of fiduciary duty, breach of contract, promissory estoppel, fraud, negligent misrepresentation, and constructive fraud surrounding a loan and call option entered into between Innovius Capital Canopus I, L.P. (“Innovius”) and Mr. Navon, as well as alleged promises made by Hippo’s CEO to Mr. Navon while Mr. Navon was an employee of Hippo. Mr. Navon brings two causes of action against Hippo – he repeats the fraud claim that is alleged against the CEO, and also alleges a claim for declaratory judgment, requesting that the Court declare that Mr. Navon properly revoked the call option he entered into with Innovius.
On January 20, 2022, Hippo filed a demurrer, moving to dismiss the claims alleged in the complaint against Hippo. The Court sustained Hippo’s demurrer, dismissing all claims against Hippo without prejudice. On May 2, 2022, Mr. Navon amended his complaint, naming Hippo in his breach of contract, promissory estoppel, negligent misrepresentation, and constructive fraud causes of action (in addition to re-pleading the declaratory relief and fraud causes of action). Hippo’s responsive pleading is due on June 1, 2022. Hippo’s CEO has yet to be properly served in the matter. The lawsuit is in the early stages and, at this time, the Company is unable to predict the outcome and cannot estimate the likelihood or magnitude of the Company’s possible or potential loss contingency.
19
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
13. Leases
The Company leases office space under non-cancelable operating leases with various expiration dates through 2026, some of which include options to extend the leases for up to 5 years. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain.

For the three months ended March 31, 2022, the Company recognized operating lease expense of $1.0 million in the consolidated statement of operations. Under ASC 840, the operating lease expense during the three months ended March 31, 2021 was $0.7 million.

The weighted average remaining lease term and the weighted average discount rate for operating leases as of March 31, 2022 were as follows:

Weighted average remaining lease term4.29
Weighted average discount rate3.38 %

Maturities of operating lease liabilities by fiscal year as of March 31, 2022 are as follows (in millions):
Operating Leases
2022 (Remainder)$2.9 
20233.9 
20244.0 
20253.7 
20262.7 
Thereafter— 
Total undiscounted lease payments17.2 
Less: Imputed interest(0.6)
Present value of lease payments16.6 

As of March 31, 2022, the Company has entered in additional operating leases for office space that have not yet commenced with total future lease obligations of $7.2 million. These operating leases are expected to commence during 2022.

The following table presents supplemental cash flow information about the Company’s operating leases (in millions):
Three Months Ended
March 31, 2022
Cash paid for amounts included in measurement of liabilities
   Operating cash flows from operating leases$(1.0)
Right-of-use assets obtained in exchange for new operating liabilities$— 
14. Stockholders’ Equity
Common Stock
On August 2, 2021, the Company’s common stock and warrants began trading on the New York Stock Exchange (“NYSE”) under the ticker symbols “HIPO” and “HIPO.WS,” respectively. Pursuant to Certificate of Incorporation, the Company is authorized to issue 2 billion shares of common stock, with a par value of $0.0001 per share. Each share of common stock is entitled to one vote. The holders of the common stock are also entitled to
20
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared or paid since inception.
Stock-Based Compensation Plans

2019 Stock Option and Grant Plan
Adopted in 2019, the 2019 Stock Option and Grant Plan (“the 2019 Stock Plan”) provides for the direct award or sale of shares, the grant of options to purchase shares, and the grant of restricted stock units (“RSUs”) to employees, consultants, and outside directors of the Company. Stock options under the plan may be either incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”), with an exercise price of not less than 100% of fair market value on the grant date, with a term less than or equal to ten years. The vesting period of each option and RSU shall be as determined by a committee of the Company’s board of directors but is generally over four years. Upon the closing of the Business Combination, the remaining unallocated share reserve under the 2019 Plan was cancelled and no new awards will be granted under such plan. Awards outstanding under the 2019 Plan were assumed by the Company upon the Closing and continue to be governed by the terms of the 2019 Plan.

2021 Incentive Award Plan
In connection with the Closing of the Business Combination, on August 2, 2021, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), which authorized for issuance 78,000,000 shares of common stock. The 2021 Plan provides for the issuance of a variety of stock-based compensation awards, including stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents, or other stock or cash-based awards. The vesting period of each option and award shall be as determined by a committee of the Company’s board of directors but is generally over two to four years. This reserve increases on January 1 of each year through 2031, by an amount equal to the smaller of: (i) 5% of the number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year, or (ii) an amount determined by the board of directors.

Stock Options
The following table summarizes option activity under the plans:
Options OutstandingWeighted-Average RemainingAggregate Intrinsic Value
(In Millions)
Number of SharesWeighted Average Exercise PriceContract Term
(In Years)
Outstanding as of December 31, 2021
47,538,926$1.39 8.30$84.8 
Granted—— 
Exercised(1,753,435)0.64 
Cancelled/Expired(1,336,079)1.23 
Outstanding as of March 31, 202244,449,412$1.35 8.04$45.5 
Vested and exercisable as of March 31, 202217,879,890$0.94 7.72$21.2 
The aggregate intrinsic value of options exercised during the three months ended March 31, 2022 and 2021 was $2.5 million and $34.3 million, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date.
Total unrecognized compensation cost of $25.2 million as of March 31, 2022 is expected to be recognized over a weighted-average period of 2.2 years.
21
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
Early Exercises of Stock Options
In 2019, certain employees early exercised stock options in exchange for promissory notes. The Company accounted for the promissory notes as nonrecourse in their entirety because the promissory notes are not aligned with a corresponding percentage of the underlying shares. The early exercises of options were not deemed to be substantive exercises for accounting purposes. Each of these loans and all interest accrued thereon was forgiven upon the consummation of the Business Combination. The forgiveness of the promissory notes were deemed to be exercises of the 9.4 million stock options with an intrinsic value of $94.0 million on the date of forgiveness. The related number of unvested shares subject to repurchase as of March 31, 2022 was 2,362,894.

In 2020 and 2021, certain employees early exercised stock options with cash. On March 31, 2022 and December 31, 2021, the Company had $2.0 million and $2.2 million, respectively, recorded in accrued expenses and other liabilities related to early exercises of the stock options, and the related number of unvested shares subject to repurchase was 1,888,525 and 2,060,221, respectively.
Restricted Stock Units
In August 2021, the Company began granting RSUs under the 2021 Incentive Award Plan. The RSUs granted to employees are measured based on the grant-date fair value. In general, the Company’s RSUs vest over a service period of two to four years. Stock-based compensation expense is recognized based on the straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur.
Number of SharesWeighted Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 2021
27,170,930$3.91 
Granted3,808,7021.98 
Vested(1,409,457)3.93 
Canceled and forfeited(1,546,494)3.86 
Unvested and outstanding as of March 31, 2022
28,023,681 $3.65 

Total unrecognized compensation cost related to unvested RSUs is $90.9 million as of March 31, 2022, and it is expected to be recognized over a weighted-average period of 3.1 years.
Performance Restricted Stock Units
In August 2021 and November 2021, the Company granted performance-based restricted stock units (PRSUs), which become eligible to vest subject to the achievement of specified performance conditions within 18 months of the grant date. Compensation expense for PRSUs reflects the estimated probability that performance conditions will be met.
The Company recognized $2.3 million of stock-based compensation expense associated with the PRSUs for the three months ended March 31, 2022. Total unrecognized compensation cost related to unvested PRSUs is $3.9 million as of March 31, 2022, and it is expected to be recognized within the next six months.

2021 Employee Stock Purchase Plan
In connection with the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which authorized 13,000,000 shares of common stock for issuance. The 2021 ESPP became effective on October 25, 2021. The 2021 ESPP is designed to allow eligible employees of the Company to purchase shares of our common stock with their accumulated payroll deductions at a price equal to 85% of the lesser of the fair market value on the first business day of the offering period or on the designated purchase date of the offering period up to $25,000 during the calendar year. The ESPP offers a six-month look-back feature as
22
HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
well as an automatic reset feature that provides for an offering period to be reset to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period. No shares have been issued under the 2021 ESPP as of March 31, 2022. In addition, the number of shares available for issuance under the 2021 ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) one percent of the shares outstanding (on a converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares as may be determined by the board of directors.
Stock-Based Compensation
Total stock-based compensation expense, classified in the accompanying consolidated statements of operations and comprehensive loss was as follows (in millions):
Three Months Ended
March 31,
20222021
Losses and loss adjustment expenses$0.7 $0.1 
Insurance related expenses1.3 0.1 
Technology and development5.2 0.4 
Sales and marketing2.4 1.0 
General and administrative3.8 0.9 
Total stock-based compensation expense$13.4 $2.5 
15. Income Taxes

The consolidated effective tax rate was (0.3)% and (0.1)% for the three months ended March 31, 2022 and 2021, respectively. The difference between the rate for the three months ended March 31, 2022 and 2021 and the U.S. federal income tax rate of 21% was due primarily to a full valuation allowance against the Company’s net deferred tax assets.
As of March 31, 2022 and 2021, the Company has $1.1 million and $0.0 million of unrecognized tax benefits, respectively, fully offset by a valuation allowance. No interest or penalties were incurred during the three months ended March 31, 2022 and 2021.
16. Net Loss Per Share Attributable to Common Stockholders
Net loss per share attributable to common stockholders was computed as follows:
Three Months Ended
March 31,
20222021
Numerator:
Net loss attributable to Hippo – basic and diluted (in millions)
$(67.6)$(195.2)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Hippo — basic and diluted561,620,06195,970,269
Net loss per share attributable to Hippo — basic and diluted$(0.12)$(2.03)
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HIPPO HOLDINGS INC.
Notes to Consolidated Financial Statements
(Unaudited)
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:
March 31,
20222021
Convertible preferred stock (on an as if converted basis)—305,887,443
Outstanding options44,449,41268,856,873
Warrants to purchase common shares9,000,00033,384,616
Warrants to purchase preferred shares—17,344,906
Common stock subject to repurchase4,251,40612,003,660
RSU and PRSUs29,792,100—
Convertible notes—149,377,472
Total87,492,918586,854,969

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “our,” “Hippo” and “the Company” refer to the business and operations of Hippo Enterprises Inc. and its consolidated subsidiaries prior to the Business Combination and to Hippo Holdings Inc. and its consolidated subsidiaries following the consummation of the Business Combination. You should read the following discussion of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission.
Overview
Hippo is a different kind of home protection company, built from the ground up to provide a standard of care and protection for homeowners. Our goal is to make homes safer and better protected so that customers spend less time worrying about the burdens of homeownership and more time enjoying their homes and the life within. Harnessing real-time data, smart home technology, and a growing suite of home services, we have created an integrated home protection platform.
The home insurance industry has long been defined by incumbents that we believe deliver a passive, high- friction experience to policyholders. We view these incumbents as constrained by outdated captive-agent distribution models, legacy technology, and strong incentives not to disrupt their businesses. Accordingly, the industry has not seen meaningful innovation in decades. We believe this results in a flawed customer experience that creates a transactional, adversarial relationship—one that pits insurance companies and their “policyholders” against each other in a zero-sum game. The outcome of this misalignment is an experience that is out of touch with the needs of modern homeowners.
As a digital-first, customer-centric company, we offer an improved customer value proposition and are well-positioned to succeed in this growing market. By making our policies fast and easy to buy, designing coverages around the needs of modern homeowners, and offering a proactive, white-glove claims experience, we have created an active partnership with our customers to better protect their homes, which saves our customers money and is expected to deliver a better economic outcome for Hippo.
Beyond a core insurance experience that is simple, intuitive, and human, we focus our resources on Hippo’s true promise: better outcomes for homeowners. Through our unique Smart Home program, customers may detect and address water, fire, and other issues before they become major losses. And we help our customers maintain their homes with on-demand maintenance advice and access to home check-ups designed to reduce the probability of future losses. In short, we have created an integrated home protection platform, which offers a growing suite of proactive features designed to prevent loss and provide greater peace of mind.
Our partnership with our customers is designed to create a virtuous cycle. By making homes safer, we help deliver better risk outcomes and increase customer loyalty, which improves our unit economics and customer lifetime value (“LTV”). This enables us to invest in expanding our product offering, customer value proposition, and marketing programs, which help attract more customers to the Hippo family. This growth generates more data and insights to fuel further innovation in our product experience and improved underwriting precision. The result is even safer homes and more loyal customers. We believe this virtuous cycle, combined with our significant existing scale, deep partnerships, and compelling unit economics, will propel Hippo to become a trusted household name synonymous with home protection.

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Our Asset-Light Capital Model and Reinsurance
We have historically pursued an asset-light capital strategy to support the growth of our business. We generally retain only as much risk on our balance sheet as is necessary to secure attractive terms from the reinsurers who bear the risk of the policies we sell. Those reinsurers usually insist that insurance companies like ours retain some risk to ensure alignment of interests.
This strategy also helps support our growth: third party reinsurance helps decrease the statutory capital required to support new business growth. As a result, we expect to be able to grow at an accelerated pace with lower capital investments upfront than we would otherwise require. We have a successful track record of securing the appropriate reinsurance coverage with strong reinsurance carriers, providing a solid foundation for a long-term, sustainable model.
Reinsurance
Proportional Reinsurance Treaties — Hippo
For our primary homeowners reinsurance treaty commencing in 2022, we secured proportional, quota share reinsurance from a diverse panel of eleven third-party reinsurers. All reinsurers are either rated “A-” Excellent or better by AM Best, or are appropriately collateralized. We retain approximately 10% of the premium through our insurance company subsidiaries or our captive reinsurance company, RHS. Additionally, the reinsurance contracts are subject to variable commission adjustments and loss participation features, including loss ratio caps and loss corridors, which align our interests with those of our reinsurers. Similar to the prior year, we saw increased use of loss participation features in the 2022 reinsurance agreements, which may increase the amount of risk retained by our insurance company subsidiaries in excess of our pro rata participation. We also seek to further reduce our risk retention through purchases of non-proportional reinsurance described below in the section titled “Non-Proportional Reinsurance.”
Non-Proportional Reinsurance — Hippo
We also purchase non-proportional XOL reinsurance. Through our ownership of our insurance company subsidiaries, we are exposed to the risk of natural catastrophe events that could occur on the risks we are assuming from policies underwritten by us or other managing general agents (“MGAs”). We are also exposed to this risk through our captive reinsurer, which takes on a share of the risk underwritten by our MGA business.
Other Reinsurance

Spinnaker purchases reinsurance for programs written by MGAs other than Hippo. The reinsurance treaties are a mix of proportional and XOL in which approximately 75% to 100% of the risk is ceded. The reinsurance contracts continue to be subject to variable commission adjustments and loss participation features, including loss caps, and may increase the amount of risk retained the Company in excess of our pro-rata participation. Such provisions are recognized in the period the experience to date under the agreement.

Spinnaker also purchases a corporate catastrophe XOL program that sits above the reinsurance programs protecting the business written by Hippo as well as the other MGAs. This treaty has a floating retention and attaches at the exhaustion point of the underlying programs’ specific reinsurance. This program provides protection to the Company from catastrophes that could impact a large number of insurance policies. We buy XOL so that the probability of losses from a single occurrence exceeding the protection purchased is no more than 0.4%, or equivalent to a 1 in 250 year return period. This reinsurance protects us from all but the most severe catastrophic events.
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Key Factors and Trends Affecting our Operating Results
Our financial condition and results of operations have been, and will continue to be, affected by a number of factors, including our ability to:
•attract new customers,
•retain customers,
•expand nationally across the United States,
•expand fee income and premium through cross-sales to existing customers, and
•manage risk.
For more information about these factors, see our Annual Report on Form 10-K for the year ended December 31, 2021.

Our financial condition and results of operations have also been, and will continue to be, affected by seasonal patterns in both our rate of customer acquisition and the incurrence of claims losses. Based on historical experience, existing and potential customers move more frequently during the summer months of the year, compared to the rest of the calendar year. As a result, we may see greater demand for new or expanded insurance coverage, and increased engagement resulting in proportionately more growth during the third quarter. We expect that as we grow, expand geographically, and launch new products, the impact of seasonal variability on our rate of growth may decrease.

Additionally, seasonal weather patterns impact the level and amount of claims we receive. These patterns include hurricanes, wildfires, and coastal storms in the fall, cold weather patterns and changing home heating needs in the winter, and tornados and hailstorms in the spring and summer. The mix of geographic exposure and products within our customer base impacts our exposure to these weather patterns, and as we diversify our base of premium such that our exposure more closely resembles the industry exposure, we should see the impact of these events on our business more closely resemble the impact on the broader industry.

Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP as determined by the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”), and pursuant to the regulations of the SEC.
Components of Results of Operations
Revenue
Gross Written Premium
Gross written premium is the amount received or to be received for insurance policies written or assumed by us and our affiliates as a carrier, without reduction for policy acquisition costs, reinsurance costs, or other deductions. In addition, gross written premium includes amounts received from our participation in our own reinsurance treaty. The volume of our gross written premium in any given period is generally influenced by:
•New business submissions;
•Binding of new business submissions into policies;
•Bound policies going effective;
•Renewals of existing policies; and
•Average size and premium rate of bound policies.
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Ceded Written Premium
Ceded written premium is the amount of gross written premium written or assumed by us and our affiliates as a carrier that we cede to reinsurers. We enter into reinsurance contracts to limit our exposure to losses, as well as to provide additional capacity for growth. Ceded written premium is treated as a reduction from gross written premium written during a specific period of time over the reinsurance contract period in proportion to the period of risk covered. The volume of our ceded written premium is impacted by the level of our gross written premium and decisions we make to increase or decrease retention levels.
Net Earned Premium
Net earned premium represents the earned portion of our gross written premium for insurance policies written or assumed by us and less ceded written premium (any portion of our gross written premium that is ceded to third-party reinsurers under our reinsurance agreements). We earn written premiums on a pro-rata basis over the term of the policies.
Commission Income, Net Includes:
a.MGA Commission: We operate as an MGA for multiple insurers. We design and underwrite insurance products on behalf of the insurers culminating in the sale of insurance policies. We earn recurring commission and policy fees associated with the policies we sell. While we have underwriting authority and responsibility for administering claims (see Claim Processing Fee below), we take a proportional risk associated with policies written on third-party carriers. Rather, we work with affiliated and unaffiliated carrier platforms and a diversified panel of highly rated reinsurance companies who pay us commission in exchange for the opportunity to take that risk on their balance sheets. Our performance obligation associated with these contracts is the placement of the policy, which is met on the effective date. Upon issuance of a new policy, we charge policy fees and inspection fees (see Service and Fee Income below), retain our share of ceding commission, and remit the balance premium to the respective insurers. Subsequent ceding commission adjustments arising from policy changes such as endorsements are recognized when the adjustments can be reasonably estimated.
b.Agency Commission: We also operate licensed insurance agencies that are engaged solely in the sale of policies, including non-Hippo policies. For these policies, we earn a recurring agency commission from the carriers whose policies we sell, which is recorded in the commission income, net line on our statements of operations and comprehensive loss. Similar to the MGA businesses, the performance obligation from the agency contracts is placement of the insurance policies.
For both MGA and insurance agency activities, we recognize commission received from insurers for the sale of insurance contracts as revenue at a point in time on the policy effective dates. Cash received in advance of policy effective dates is recorded on the consolidated balance sheets, representing our portion of commission and premium due to insurers and reinsurers, and hold this cash in trust for the benefit of the insurers and reinsurers as fiduciary liabilities. The MGA commission is subject to adjustments, higher or lower (commonly referred to as “commission slide”), depending on the underwriting performance of the policies placed by us. We are required to return a portion of our MGA commission due to commission slide on the policies placed as an MGA if the underwriting performance varies due to higher Hippo programs’ loss ratio from provisional performance of the Hippo programs’ loss ratio. We also return a portion of our MGA commission if the policies are cancelled before the term of the policy. Accordingly. we reserve for commission slide using estimated Hippo programs’ loss ratio performance, or a cancellation reserve as a reduction of revenue for each period presented in our statement of operations and comprehensive loss.
c.Ceding Commission: We receive commission based on the premium we cede to third-party reinsurers for the reimbursement for our acquisition and underwriting services. Excess ceding commission over the cost of acquisition is included in the commission income, net line on our statements of operations and comprehensive loss. For the policies that we write on our own carrier as MGA, we recognize this commission as ceding commission on the statement of operations and comprehensive loss. We earn commission on reinsurance premium ceded in a manner consistent with the recognition of the earned premium on the underlying insurance policies, on a pro-rata basis over the terms of the policies reinsured.
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We record the portion of ceding commission income, which represents reimbursement of successful direct acquisition costs related to the underlying policies as an offset to the applicable direct acquisition costs.
d.Carrier Fronting Fees: Through our insurance-as-a-service business, we earn recurring fees from the MGA programs we support. We earn fronting fees in a manner consistent with the recognition of the earned premium on the underlying insurance policies, on a pro-rata basis over the terms of the policies. This revenue is included in the commission income, net line on our statements of operations and comprehensive loss.
e.Claim Processing Fees: As an MGA, we receive a fee that is calculated as a percent of the premium from the insurers in exchange for providing claims adjudication services. The claims adjudication services are provided over the term of the policy and recognized ratably over the same period. This revenue is included in the commission income, net line on our statements of operations and comprehensive loss.
Service and Fee Income
Service and fee income mainly represents policy fees and other revenue. We directly bill policyholders for policy fees and collect and retain fees per the terms of the contracts between us and our insurers. Similar to the commission revenue, we estimate a cancellation reserve for policy fees using historical information. The performance obligation associated with these fees is satisfied at a point in time upon completion of the underwriting process, which is the policy effective date. Accordingly, we recognize all fees as revenue on the policy effective date.
Net Investment Income
Net investment income represents interest earned from fixed maturity securities, short-term investments and other investments, and the gains or losses from the sale of investments. Our cash and invested assets primarily consist of fixed-maturity securities, and may also include cash and cash equivalents, equity securities, and short-term investments. The principal factors that influence net investment income are the size of our investment portfolio and the yield on that portfolio. As measured by amortized cost (which excludes changes in fair value, such as changes in interest rates), the size of our investment portfolio is mainly a function of our invested equity capital along with premium we receive from our customers less payments on customer claims.
Net investment income also includes an insignificant amount of net realized gains (losses) on investments, which are a function of the difference between the amount received by us on the sale of a security and the security’s amortized cost, as well as any allowances for credit losses recognized in earnings, if any.
Expenses
Loss and Loss Adjustment Expenses
Loss and loss adjustment expenses represent the costs incurred for losses net of amounts ceded to reinsurers. We enter into reinsurance contracts to limit our exposure to potential losses as well as to provide additional capacity for growth. The expenses are a function of the size and term of the insurance policies and the loss experience and loss participation features associated with the underlying risks. LAE are based on actuarial assumptions and management judgements, including losses incurred during the period and changes in estimates from prior periods. Loss and LAE also include employee compensation (including stock-based compensation and benefits) of our claims processing teams, as well as allocated occupancy costs and related overhead based on headcount.
Insurance Related Expenses
Insurance related expenses primarily consist of amortization of direct acquisition commission costs and premium taxes incurred on the successful acquisition of business written on a direct basis and credit card processing fees not charged to our customers. Insurance related expenses also include employee compensation (including stock-based compensation and benefits) of our underwriting teams, as well as allocated occupancy costs and related overhead based on headcount. Insurance related expenses are offset by a portion of ceding commission income, which represents reimbursement of successful acquisition costs related to the underlying policies. Additionally,
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insurance related expenses include the costs of providing bound policies and delivering claims services to our customers. These costs include underwriting technology service costs including software, data services used for performing underwriting, and third-party call center costs in addition to personnel-related costs.
Technology and Development
Technology and development expenses primarily consist of employee compensation (including stock-based compensation and benefits) for our technology staff, which includes technology development, infrastructure support, actuarial, and third-party services. Technology and development also include allocated facility costs and related overhead based on headcount.
We expense development costs as incurred, except for costs related to internal-use software development projects, which are capitalized and subsequently depreciated over the expected useful life of the developed software. We expect our technology and development costs to increase for the foreseeable future as we continue to invest in research and development activities to achieve our technology development roadmap.
Sales and Marketing
Sales and marketing expenses primarily consist of sales commission, advertising costs, and marketing expenditures, as well as employee compensation (including stock-based compensation and benefits) for employees engaged in sales, marketing, data analytics, and customer acquisition. Sales and marketing also include allocated facility costs and related overhead based on headcount.
We plan to continue to invest in sales and marketing to attract and acquire new customers and to increase our brand awareness. We expect that our sales and marketing expenses will increase over time as we continue to hire additional personnel to scale our business, increase commission payments to our produces and partners as a result of our premium growth, and invest in developing a nationally-recognized brand. We expect that sales and marketing costs will increase in absolute dollars in future periods and vary from period-to-period as a percentage of revenue in the near-term. We expect that—in the long-term—our sales and marketing costs will decrease as a percentage of revenue as we continue to drive customer acquisition efficiencies and as the proportion of renewals to our total business increases.
General and Administrative
General and administrative expenses primarily consist of employee compensation (including stock-based compensation and benefits) for our finance, human resources, legal, and general management functions, as well as facilities, insurance, and professional services. We expect our general and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC and other regulatory bodies, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.
Interest and Other (Income) Expense
Interest and other (income) expense after the Business Combination in August 2021 primarily consists of fair value adjustments on outstanding warrants. Prior to the Business Combination interest and other (income) expense primarily consisted of interest expense incurred for convertible promissory notes, fair value adjustments on preferred stock warrant liabilities, and fair value adjustments on the embedded derivative on our convertible promissory notes.
Income Taxes
We record income taxes using the asset and liability method. Under this method, we record deferred income tax assets and liabilities based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. We measure these differences using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.
We record a valuation allowance to reduce deferred tax assets and liabilities to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative,
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including historical levels of income, expectations, and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.
Key Operating and Financial Metrics and Non-GAAP Measures
We regularly review the following key operating and financial metrics in order to evaluate our business, measure our performance, identify trends in our business, prepare financial projections, and make strategic decisions.
The non-GAAP financial measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, adjusted EBITDA should not be construed as an indicator of our operating performance, liquidity, or cash flows generated by operating, investing, and financing activities, as there may be significant factors or trends that it fails to address. We caution investors that non-GAAP financial information—by its nature—departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.
Our management uses non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) review and assess the operating performance of our management team; (iv) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (v) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.
Three Months Ended
March 31,
20222021
($ in millions)
Total Generated Premium$153.7 $123.1 
Total Revenue 24.5 17.0 
Net Loss attributable to Hippo(67.6)(195.2)
Adjusted EBITDA(48.5)(35.6)
Gross Loss Ratio76 %198 %

Total Generated Premium
We define Total Generated Premium (“TGP”) as the aggregate written premium placed across all of our business platforms for the period presented. We measure TGP as it reflects the volume of our business irrespective of choices related to how we structure our reinsurance treaties, the amount of risk we retain on our own balance sheet, or the amount of business written in our capacity as an MGA, agency, or as an insurance carrier/reinsurer. We calculate TGP as the sum of:

i)Gross written premium (“GWP”) — a GAAP measure defined above; and
ii)Gross placed premium — premium of policies placed with third-party insurance companies, for which we do not retain insurance risk and for which we earn a commission payment, and policy fees charged by us to the policyholders on the effective date of the policy.
Our TGP for the three months ended March 31, 2022 grew 25% year-over-year to $153.7 million from $123.1 million for the three months ended March 31, 2021. The growth was driven primarily by growth across channels in existing states, expansion into new states, expansion of our independent agent network, launch of new strategic partnerships, maintaining solid premium retention levels, achieving planned premium rate increases, and
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growth of non-Hippo written premium supported by our insurance company, Spinnaker. As of March 31, 2022, we were selling policies in 37 states as compared to 34 states as of March 31, 2021.
The following table presents TGP for the periods presented (in millions):

Three Months Ended March 31,
20222021Change
Gross Written Premium$117.1 $99.2 $17.9 
Gross Placed Premium36.6 23.9 12.7 
Total Generated Premium$153.7 $123.1 $30.6 

Total Revenue
For the three months ended March 31, 2022, total revenue was $24.5 million, an increase of $7.5 million compared to $17.0 million for the three months ended March 31, 2021. This increase was primarily driven by increases in commission income, net, and service and fee income of $6.3 million and $0.7 million, respectively. The increases in net earned premium were partially offset by additional catastrophe XOL coverages that were placed in the first quarter of 2022 in connection with certain quota share reinsurance contracts that provide an allowance for the Company to purchase XOL, which is recognized over the term of the underlying policies in place.
Net Loss Attributable to Hippo
Net loss attributable to Hippo is calculated in accordance with GAAP as total revenue less total expenses and taxes and net of net income attributable to non-controlling interest, net of tax.
For the three months ended March 31, 2022, net loss attributable to Hippo was $67.6 million, a decrease of $127.6 million compared to $195.2 million for the three months ended March 31, 2021. This was primarily driven by an decrease in other (income) expense of $148.1 million. In the first quarter of 2021, we recorded fair value losses on preferred stock warrants and derivative liability on our convertible promissory notes of $136.4 million and interest expense of $10.6 million on the convertible promissory notes. These instruments were settled in the third quarter of 2021. The decrease was also due an increase in revenues of $7.5 million. These amounts were partially offset by an increase in other expenses as a result of the growth in our business and an increase in public company costs.
Adjusted EBITDA
We define adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“adjusted EBITDA”), a Non-GAAP financial measure, as net loss attributable to Hippo excluding interest expense, income tax expense, depreciation, amortization, stock-based compensation, net investment income, other non-cash fair market value adjustments, and contingent consideration for one of our acquisitions and other transactions that we consider to be unique in nature.
For the three months ended March 31, 2022, adjusted EBITDA loss was $48.5 million, an increase of $12.9 million compared to $35.6 million for the three months ended March 31, 2021, due primarily to an increase in
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employee-related costs due to an increase in headcount to support our growth, along with an increase in public company costs.
The following table provides a reconciliation from net loss attributable to Hippo to adjusted EBITDA for the periods presented (in millions):
Three Months Ended
March 31,
20222021
Net loss attributable to Hippo$(67.6)$(195.2)
Adjustments:
Net investment income (0.4)(0.1)
Depreciation and amortization3.9 2.5 
Interest expense — 10.6 
Stock-based compensation 13.4 2.5 
Fair value adjustments (1.2)136.4 
Contingent consideration charge 3.2 0.6 
Other one-off transactions — 7.0 
Income taxes (benefit) expense 0.2 0.1 
Adjusted EBITDA$(48.5)$(35.6)
Gross Loss Ratio
Gross Loss Ratio, expressed as a percentage, is the ratio of the Gross Losses and LAE to the Gross Earned Premium (in millions).
Three Months Ended
March 31,
20222021
Gross Losses and LAE $91.2 $147.4 
Gross Earned Premium 120.1 74.4 
Gross Loss Ratio 76 %198 %
The following table provides a reconciliation of Gross Loss Ratio by named event Property Claims Services (“PCS”) and non-PCS events.
Three Months Ended
March 31,
20222021
PCS Losses 19 %136 %
Non-PCS Losses57 %62 %
Gross Loss Ratio 76 %198 %

For the three months ended March 31, 2022, our Gross Loss Ratio was 76% compared with 198% for the three months ended March 31, 2021. The decrease was primarily due to the impact of Texas winter storm Uri in February 2021, which was 111 percentage points of our Gross Loss Ratio for the three months ended March 31,
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2021. The decrease is also attributable to gross reserve releases relating to prior accident years of $6.8 million or 6% and $16.0 million or 13% of PCS and non-PCS events, respectively.
Net Loss Ratio
Net loss ratio expressed as a percentage, is the ratio of the net losses and LAE, to the net earned premium (in millions).

Three Months Ended
March 31,
20222021
Net Losses and LAE$22.5 $19.0 
Net Earned Premium 9.0 8.8 
Net Loss Ratio 250 %216 %

For the three months ended March 31, 2022, our Net Loss Ratio was 250% compared with 216% for the three months ended March 31, 2021. The increase was due to an increase in our loss and loss adjustment expense as a result of the growth in our business in which we retain more risk from loss participation clauses in several of our proportional reinsurance treaties, offset by net reserve releases of $2.8 million on prior accident years. Although there was an increase in gross earned premium, net earned premium remained flat period over period due to the increased cost of XOL premiums for our catastrophic coverage, which resulted in an increase to our ceded earned premium, and a lower net earned premium.
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Results of Operations

The following table sets forth our consolidated results of operations data for the periods presented (dollars in millions):

Three Months Ended
March 31,
20222021 Change% Change
Revenue:
Net earned premium $9.0 $8.8 $0.2 2 %
Commission income, net11.5 5.2 6.3 121 %
Service and fee income 3.6 2.9 0.7 24 %
Net investment income 0.4 0.1 0.3 300 %
Total revenue 24.5 17.0 7.5 44 %
Expenses:
Losses and loss adjustment expenses 22.5 19.0 3.5 18 %
Insurance related expenses 13.2 5.8 7.4 128 %
Technology and development 14.7 6.9 7.8 113 %
Sales and marketing 24.9 24.7 0.2 1 %
General and administrative 16.5 8.3 8.2 99 %
Interest and other (income) expense (1.0)147.1 (148.1)(101)%
Total expenses 90.8 211.8 (121.0)(57)%
Loss before income taxes (66.3)(194.8)128.5 (66)%
Income tax expense 0.2 0.1 0.1 100 %
Net loss (66.5)(194.9)128.4 (66)%
Net income attributable to noncontrolling interests, net of tax 1.1 0.3 0.8 267 %
Net loss attributable to Hippo$(67.6)$(195.2)$127.6 (65)%
Other comprehensive income:
Change in net unrealized gain on available-for-sale securities, net of tax (2.6)(0.6)(2.0)333 %
Comprehensive loss attributable to Hippo$(70.2)$(195.8)$125.6 (64)%

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Comparison of the Three Months Ended March 31, 2022 and 2021
Net Earned Premium
For the three months ended March 31, 2022, net earned premium was $9.0 million, an increase of $0.2 million compared to $8.8 million for the three months ended March 31, 2021. The increase was due primarily to an increase in gross earned premium due to year-over-year growth of our total book of business, offset by an increased cost of XOL premiums for our catastrophic coverage. This results in an increase in ceded earned premium, which results in a lower net earned premium. XOL is purchased to cover events in excess of per occurrence limits based on the expected growth in exposure during the year. An amount of $7.4 million and $3.3 million was offset against earned premium for XOL in the first quarter of 2022 and the first quarter of 2021, respectively.
The following table presents gross written premium, ceded written premium, net written premium, change in unearned premium, and net earned premium for the three months ended months ended March 31, 2022 and 2021 (in millions).
Three Months Ended
March 31,
20222021Change
Gross written premium $117.1 $99.2 $17.9 
Ceded written premium 116.5 92.0 24.5 
Net written premium 0.6 7.2 (6.6)
Change in unearned premium 8.4 1.6 6.8 
Net earned premium $9.0 $8.8 $0.2 
Commission Income, Net
For the three months ended March 31, 2022, commission income was $11.5 million, an increase of $6.3 million, or 121%, compared to $5.2 million for the three months ended March 31, 2021. The increase was due primarily to increased ceding commissions, including fronting fees, of $6.1 million, which grew due to the year-over-year growth of our total book of business, net of variable commission provisions.
Service and Fee Income
For the three months ended March 31, 2022, service and fee income was $3.6 million, an increase of $0.7 million, or 24%, compared to $2.9 million for the three months ended March 31, 2021. The increase was due primarily to increased policy fees due to an increase in the volume of policies placed by us as an MGA.
Net Investment Income
For the three months ended March 31, 2022, net investment income was $0.4 million, an increase of $0.3 million, compared to $0.1 million for the three months ended March 31, 2021. The increase was due primarily to an increase in our investment balances from the cash proceeds received upon the completion of the Business Combination in August 2021. We are mainly invested in corporate securities, residential mortgage-backed securities, and other fixed maturities securities issued by the U.S. government and agencies.
Losses and Loss Adjustment Expenses

For the three months ended March 31, 2022, loss and loss adjustment expenses were $22.5 million, an increase of $3.5 million, compared to $19.0 million for the three months ended March 31, 2021. The increase was due primarily to an increase in employee-related expenses of $2.0 million for our claims processing department, including an increase in stock-based compensation of $0.6 million, driven by an increase in headcount to support our growth. There was also an increase attributable to loss participation features of $8.1 million. This was offset by a net reserve release of $2.8 million relating to prior accident years. The remaining offset was primarily attributed to improved loss experience.
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Insurance Related Expenses
For the three months ended March 31, 2022, insurance related expenses were $13.2 million, an increase of $7.4 million, or 128%, compared to $5.8 million for the three months ended March 31, 2021. The increase was due primarily to an increase in amortization of deferred direct acquisition costs of $2.9 million, an increase in employee-related expenses of $1.5 million, including an increase in stock-based compensation of $1.2 million, driven by an increase in headcount to support our growth, and an increase in amortization expense attributable to capitalized internal use software of $0.8 million.
The primary components of insurance related expenses are listed below (in millions):
Three Months Ended
March 31,
20222021
Amortization of deferred direct acquisition costs, net$4.6 $1.7 
Employee-related costs2.8 1.3 
Underwriting costs2.0 1.6 
Amortization of capitalized internal use software1.8 1.0 
Other2.0 0.2 
Total$13.2 $5.8 
Direct acquisition costs were $14.2 million for the for the three months ended March 31, 2022, of which $9.6 million was offset by ceding commission income.

Direct acquisition costs were $4.3 million for the for the three months ended March 31, 2021, of which $2.6 million was offset by ceding commission income.
Technology and Development Expenses
For the three months ended March 31, 2022, technology and development expenses were $14.7 million, an increase of $7.8 million, or 113%, compared to $6.9 million for the three months ended March 31, 2021. The increase was due primarily to an increase in employee-related costs of $6.8 million, including an increase in stock-based compensation of $4.8 million, driven by an increase in headcount to support our long-term product roadmap and business growth.
Sales and Marketing Expenses
For the three months ended March 31, 2022, sales and marketing expenses were $24.9 million, an increase of $0.2 million, or 1%, compared to $24.7 million for the three months ended March 31, 2021. The increase was due primarily to an increase in employee-related expenses of $3.4 million, including an increase in stock-based compensation of $1.4 million, driven by an increase in headcount to support our growth, an increase due to the change in fair value of contingent consideration of $2.7 million, and an increase in facilities and IT costs of $0.9 million. These amounts were offset by a decrease in service fees of $7.0 million related to the issuance of a convertible promissory note in the first quarter of 2021.
General and Administrative Expenses
For the three months ended March 31, 2022, general and administrative expenses were $16.5 million, an increase of $8.2 million, or 99%, compared to $8.3 million for the three months ended March 31, 2021. The increase was due primarily to an increase in employee-related expenses of $4.8 million, including an increase in stock-based compensation of $2.9 million, driven by an increase in headcount to support our growth. There was also an increase
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in corporate and directors and officers insurance costs of $1.8 million and an increase in professional services costs of $0.9 million, related to the increased cost of public company requirements.
Interest and Other (Income) Expense
For the three months ended March 31, 2022, other income was $1.0 million, an increase of $148.1 million compared to an expense of $147.1 million for the three months ended March 31, 2021. The increase was due primarily to fair value losses on preferred stock warrants and the derivative liability on our convertible promissory notes of $136.4 million and interest expense of $10.6 million on the convertible promissory notes, recorded in the first quarter of 2021. These instruments were settled in the third quarter of 2021. In the first quarter of 2022 we recorded a gain on the change in fair value of our outstanding warrants of $1.2 million.
Income Taxes
For the three months ended March 31, 2022, income tax expense was $0.2 million, an increase of $0.1 million, compared to $0.1 million for the three months ended March 31, 2021.
Liquidity and Capital Resources
Sources of Liquidity
In August 2021, we completed the Business Combination. In connection with this transaction, we received net proceeds of approximately $450 million. We also received proceeds of $29.0 million from the exercise of preferred stock warrants immediately prior to the Business Combination.
Our existing sources of liquidity include cash and cash equivalents and marketable securities as of March 31, 2022, we had $381.6 million of cash and restricted cash and $435.4 million of available-for-sale fixed income securities and short term investments.
In addition, we are a member of the Federal Home Loan Bank (FHLB) of New York, which provides secured borrowing capacity. Our borrowing capacity as of March 31, 2022, is $19.2 million, and there were no outstanding amounts under this agreement.
To date, we have funded operations primarily with issuances of convertible preferred stock, convertible promissory notes, and from net proceeds from a private placement transaction in connection with the Business Combination, the Business Combination, and revenue. Until we can generate sufficient revenue and other income to cover operating expenses, working capital and capital expenditures, we expect the funds raised as discussed above to fund our cash needs. Our capital requirements depend on many factors, including the volume of issuances of insurance policies, the timing and extent of spending to support research and development efforts, investments in information technology systems, and the expansion of sales and marketing activities. In the future, we may raise additional funds through the issuance of debt or equity securities or through borrowing. We cannot assure that such funds will be available on favorable terms, or at all.
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Cash Flow Summary
The following table summarizes our cash flows for the periods presented (in millions):
Three Months Ended
March 31,
20222021Change
Net cash provided by (used in):
Operating activities$(58.6)$(15.5)$(43.1)
Investing activities$(378.2)$(9.0)$(369.2)
Financing activities$(0.3)$0.2 $(0.5)
Operating Activities
Cash used in operating activities was $58.6 million for the three months ended March 31, 2022, an increase of $43.1 million, from $15.5 million for the three months ended March 31, 2021. This increase was due primarily to changes in our operating assets and liabilities of $31.1 million due to the timing of payments and collections.
Investing Activities
Cash used in investing activities was $378.2 million for the three months ended March 31, 2022, due primarily to purchases of investments.
Cash used in investing activities was $9.0 million for the three months ended March 31, 2021, due primarily to purchases of investments and intangibles.
Financing Activities
Cash used in financing activities was $0.3 million for the three months ended March 31, 2022, primarily driven by taxes paid related to net share settlement of RSUs and payments of contingent consideration, partially offset by proceeds from share exercises.
Cash provided by financing activities was $0.2 million for the three months ended March 31, 2021, due primarily to the proceeds from share exercises partially offset by payments for reverse recapitalization transaction costs and contingent consideration.
Material Cash Requirements
Our material cash requirements from known contractual and other obligations primarily relate to purchase commitments, lease payments, and unpaid loss and loss adjustment expense. There have been no material changes to our contractual obligations from those described in the Annual Report on Form 10-K for the year ended December 31, 2021, other than an increase in Unpaid Loss and Loss Adjustment Expense, certain operating leases as disclosed in Note 13 of the consolidated financial statements, or the agreement to purchase office space as noted below. The estimation of the unpaid losses and loss adjustment expenses is based on various complex and subjective judgments. Actual losses paid may differ, perhaps significantly, from the reserve estimates reflected in our consolidated financial statements. Similarly, the timing of payment of our estimated losses is not fixed and there may be significant changes in actual payment activity. The assumptions used in estimating the likely payments due by period are based on our historical claims payment experience and industry payment patterns, but due to the inherent uncertainty in the process of estimating the timing of such payments, there is a risk that the amounts paid can be significantly different from the amounts disclosed.
On February 24, 2022, Spinnaker, a wholly owned subsidiary of Hippo Holdings Inc., entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Elevate Sabine Investors LP (the “Seller”). The Purchase Agreement was amended effective March 24, 2022 (the “Amendment” and, together with the Purchase Agreement, the “Agreement”). Pursuant to the Agreement, Spinnaker will purchase from the Seller certain real
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property, improvements and personal property located at 701 E. 5th Street, Austin, Texas 78701, as well as Seller’s interest in and to certain leases and other agreements, licenses, permits and approvals as set forth in the Agreement (together, the “Property”). The Property will be used as office space for employees of Hippo Holdings Inc. and affiliated companies.

Subject to certain prorations and adjustments as provided for in the Agreement, the purchase price for the Property will be approximately $30.0 million in cash due at closing. Spinnaker deposited $2.0 million into escrow in February 2022. The Agreement was terminable by Spinnaker in Spinnaker’s sole discretion and without cause until April 21, 2022. The Agreement contains customary representations and warranties, covenants, closing conditions and termination provisions.

Hippo Analytics Inc., an affiliate of Hippo Holdings Inc., is currently party to a lease agreement with the Seller to occupy a portion of the Property once it is fully built and ready to occupy. The future minimum rental payments for the leased space total $11.7 million.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts in our condensed consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to our revenue, loss and loss adjustment expense reserve, recoverability of our net deferred tax asset, goodwill and intangible assets, business combinations, fair value of common stock, valuation of embedded derivatives, and redeemable convertible preferred stock warrant liability. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual results have historically been reasonably consistent with management’s expectations, the actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions.
Recent Accounting Pronouncements
The information set forth under Note 1 to the consolidated financial statements under the caption “Description of Business and Summary of Significant Accounting Policies” is incorporated herein by reference.
Emerging Growth Company Status
We currently qualify as an “emerging growth company” under the JOBS Act. Accordingly, we are provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to non-emerging growth companies or (2) within the same time periods as private companies.
We have elected to adopt new or revised accounting guidance within the same time period as private companies, unless management determines that it is preferable to take advantage of early adoption provisions offered within the applicable guidance. Our utilization of these transition periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the transition periods afforded under the JOBS Act.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For financial market risks related to changes in interest rates, refer to Item 7A “Quantitative and Qualitative Disclosures About Market Risk” contained in Part II of our Annual Report on Form 10-K for the year ended December 31, 2021. Our exposure to market risk has not changed significantly since December 31, 2021.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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Our management, with the participation of our chief executive officer and our chief financial officer, has concluded, based upon its evaluation as of the end of the period covered by this report, that the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are effective in providing reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the most recently completed fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under Note 12 Commitments and Contingencies in the notes to the consolidated financial statements under the caption “Legal Proceedings” is incorporated herein by reference.
ITEM 1A. RISK FACTORS
An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
SUMMARY RISK FACTORS
Our business is subject to numerous risks and uncertainties, including those described below. You should carefully consider these risks and uncertainties, together with all of the other information contained in this Annual Report, when investing in our common stock. The principal risks and uncertainties affecting our business include the following:
•We have a history of net losses and we may not achieve or maintain profitability in the future.
•Our success and ability to grow our business depend on retaining and expanding our customer base. If we fail to add new customers or retain current customers, our business, revenue, operating results, and financial condition could be harmed.
•The “Hippo” brand may not become as widely known as incumbents’ or other competitors’ brands or the brand may become tarnished.
•Denial of claims or our failure to accurately and timely pay claims could materially and adversely affect our business, financial condition, results of operations, and our reputation.
•Our limited operating history makes it difficult to evaluate our current business performance, implementation of our business model, and our future prospects.
•We may not be able to manage our growth effectively.
•Intense competition in the segments of the insurance industry in which we operate could negatively affect current financials and our ability to attain or increase profitability.
•Reinsurance may be unavailable, including at current coverage, limits, or pricing, which may limit our ability to write new or renew existing business. Furthermore, reinsurance subjects our insurance company subsidiaries to counterparty credit and performance risk and may not be adequate to protect us against losses, each of which could have a material effect on our results of operations and financial condition.
•Failure to maintain our risk-based capital at the required levels could adversely affect the ability of our insurance company subsidiaries to maintain regulatory authority to conduct our business.
•Failure to maintain our financial strength ratings could adversely affect the ability of our insurance company subsidiaries to conduct our business as currently conducted.
•If we are unable to underwrite risks accurately and charge competitive yet profitable rates to our customers, our business, results of operations, and financial condition will be adversely affected.
•Our proprietary technology, which relies on third-party data, may not operate properly or as we expect it to.
•Our technology platform may not operate properly or as we expect it to operate.
•Our future success depends on our ability to continue to develop and implement our technology and to maintain the confidentiality of this technology.
•New legislation or legal requirements may affect how we communicate with our customers, which could have a material adverse effect on our business model, financial condition, and results of operations.
•We rely on external data and our digital platform to collect and evaluate information that we utilize in producing, pricing, and underwriting our insurance policies (in accordance with the rates, rules, and forms filed with our regulators, where required), managing claims and customer support, and improving business processes. Any legal or regulatory requirements that might restrict our ability to collect or utilize this data
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or our digital platform, or an outage by a data vendor, could thus materially and adversely affect our business, financial condition, results of operations, and prospects.
•We depend on search engines, content based online advertising, and other online sources to attract consumers to our website, which may be affected by third-party interference beyond our control. In addition, our producer and partner distribution channels are significant sources of new customers and could be impacted by third-party interference or other factors. As we grow, our customer acquisition costs may increase.
•We may require additional capital to grow our business, which may not be available on terms acceptable to us or at all.
•Interruptions or delays in the services provided by our providers of third-party technology platforms or our internet service providers could impair the operability of our website and may cause our business to suffer.
•Security incidents or real or perceived errors, failures, or bugs in our systems or website could impair our operations, result in loss of customers’ personal information, damage our reputation and brand, and harm our business and operating results.
•Misconduct or fraudulent acts by employees, agents, claims vendors, or third parties may expose us to financial loss, disruption of business, regulatory assessments, and reputational harm.
•Our success depends, in part, on our ability to establish and maintain relationships with quality and trustworthy service professionals.
•We may be unable to prevent, monitor, or detect fraudulent activity, including policy acquisitions or payments of claims that are fraudulent in nature.
•We are periodically subject to examinations by our primary state insurance regulators, which could result in adverse examination findings and necessitate remedial actions.
•We are subject to laws and regulations concerning our collection, processing, storage, sharing, disclosure, and use of customer information and other sensitive data, and our actual or perceived (or alleged) failure to comply with data privacy and security laws and regulations could damage our reputation and brand and harm our business and operating results.
•We employ third-party licensed data, software, technologies, and intellectual property for use in our business, and the inability to maintain or use these licenses, or errors or defects in the data, software, technologies, and intellectual property we license could result in increased costs or reduced service levels, which would adversely affect our business, financial condition, and results of operations.
•Failure to protect or enforce our intellectual property rights could harm our business, results of operations, and financial condition.
•Our services utilize third-party open source software components, which may pose particular risks to our proprietary software, technologies, products, and services in a manner that could negatively affect our business.
•We may be unable to prevent or address the misappropriation of our data.
•We rely on the experience and expertise of our founder, senior management team, highly-specialized insurance experts, key technical employees, and other highly skilled personnel.
•If our customers were to claim that the policies they purchased failed to provide adequate or appropriate coverage, we could face claims that could harm our business, results of operations, and financial condition.
•We may become subject to claims under Israeli law for remuneration or royalties for assigned invention rights by our Israel-based contractors or employees, which could result in litigation and adversely affect our business.
•Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
•Our exposure to loss activity and regulation may be greater in states where we currently have more of our customers or where we are domiciled.
•Our product development cycles are complex and subject to regulatory approval, and we may incur significant expenses before we generate revenues, if any, from new or expansion of or changes to existing products.
•Our success depends upon the continued growth in the use of the internet for purchasing of insurance products.
•New lines of business or new products and services may subject us to additional risks.
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•Litigation and legal proceedings filed by or against us and our subsidiaries, key vendors, joint ventures, or investments could have a material adverse effect on our business, results of operations, and financial condition.
•Claims by others that we infringed their proprietary technology or other intellectual property rights could result in litigation which is expensive to support, and if resolved adversely, could harm our business.
•If we are unable to make acquisitions and investments, or if we are unable to successfully integrate them into our business, our business, results of operations, and financial condition could be adversely affected.
•We may not be able to utilize a portion of our net operating loss carryforwards (“NOLs”) to offset future taxable income, which could adversely affect our net income and cash flows.
•Our expansion strategy will subject us to additional costs and risks and our plans may not be successful.
•We are subject to payment processing risk.
•We are exposed to risk through our captive reinsurer, RHS, which takes a share of the risk underwritten of affiliated and non-affiliated insurance carriers for business written through MGA.
•We are exposed to risk through our admitted and non-admitted insurance carriers, which underwrite insurance on behalf of our MGA and other non-affiliated general agents and managing general agents.
•The insurance business, including the market for homeowners’ insurance, is historically cyclical in nature, and we may experience periods with excess underwriting capacity and unfavorable premium rates, which could adversely affect our business.
•Our actual incurred losses may be greater than our loss and loss adjustment expense reserves, which could have a material adverse effect on our financial condition and results of operations.
•We are subject to extensive insurance industry regulations.
•A regulatory environment that requires rate increases and product forms to be approved and that can dictate underwriting practices and mandate participation in loss sharing arrangements may adversely affect our results of operations and financial condition.
•State insurance regulators impose additional reporting requirements regarding enterprise risk on insurance holding company systems, with which we must comply as an insurance holding company.
•The increasing adoption by states of cybersecurity regulations could impose additional compliance burdens on us and expose us to additional liability.
•The COVID-19 pandemic has caused disruption to our operations and may negatively impact our business, key metrics, or results of operations in numerous ways that remain unpredictable.
•Severe weather events and other catastrophes, including the effects of climate change, global pandemics, and terrorism, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition.
•We expect our results of operations to fluctuate on a quarterly and annual basis. In addition, our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects.
•An overall decline in economic activity could have a material adverse effect on the financial condition and results of operations of our business.
•Our results of operations and financial condition may be adversely impacted by environmental, social and governance (“ESG”) requirements.
•Our results of operations and financial condition may be adversely affected due to limitations in the analytical models used to assess and predict our exposure to catastrophe losses.
•Our insurance company subsidiaries are subject to minimum capital and surplus requirements, and failure to meet these requirements could subject us to regulatory action.
•Our insurance company subsidiaries are subject to assessments and other surcharges from state guaranty funds and mandatory state insurance facilities, which may reduce our profitability.
•Performance of our investment portfolio is subject to a variety of investment risks that may adversely affect our financial results.
•Unexpected changes in the interpretation of our coverage or provisions, including loss limitations and exclusions in our policies, could have a material adverse effect on our financial condition and results of operations.
•There may not be an active trading market for our common stock, which may make it difficult to sell shares of our common stock, and there can be no assurance that the Company will be able to comply with the continued listing standards of such exchange.
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•The market price of our common stock and warrants may be highly volatile, which could cause the value of your investment to decline.
•If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our markets, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could materially decline.
•Some provisions of our Certificate of Incorporation and Bylaws and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and they may prevent attempts by our stockholders to replace or remove our current management.
•Applicable insurance laws may make it difficult to effect a change of control.
•Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
•Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
•Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.
•Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.
•We depend on the ability of our subsidiaries to transfer funds to us to meet our obligations, and our insurance company subsidiaries’ ability to pay dividends to us is restricted by law.
•We do not currently expect to pay any cash dividends.
•The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, and the listing standards of NYSE, may strain our resources, increase our costs, and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner. In addition, key members of our management team have limited experience managing a public company.
•Sales of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall.
•Warrants are exercisable for Hippo Holdings Inc. common stock, which increases the number of shares eligible for future resale in the public market and could result in dilution to our stockholders.
•We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
•Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

Risks Related to Our Business

We have a history of net losses and we may not achieve or maintain profitability in the future.

We incurred net losses on an annual basis since our incorporation in 2015 and had an accumulated deficit of $695.6 million and $628.0 million, as of March 31, 2022, and December 31, 2021, respectively. We incurred net losses of $371.4 million in the year ended December 31, 2021. We also incurred net losses of $67.6 million for the three months ended March 31, 2022. We expect to make significant investments to further develop and expand our business. In particular, we expect to continue to expend substantial financial and other resources on marketing and advertising as part of our strategy to increase our customer base. The marketing and advertising expenses that we incur are typically expensed immediately, while most revenues that the expenses generate are recognized ratably over the 12-month term of each insurance policy that we write. This timing difference can, therefore, result in expenses that exceed the related revenue generated in any given year and create a net loss. In addition, we expect to continue to increase our headcount significantly in the coming years. As a public company, we are also incurring significant legal, accounting, and other expenses that we did not incur as a private company. We expect that our net loss will increase in the near term as we continue to make such investments to grow our business. Despite these investments, we may not succeed in increasing our revenue on the timeline that we expect or in an amount sufficient to lower our net loss and ultimately become profitable. Moreover, if our revenue declines, we may not be able to reduce costs in a timely manner because many of our costs are fixed, at least in the short term. In addition, if we
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reduce variable costs to respond to losses, this may limit our ability to sign up new customers and grow our revenues. Accordingly, we may not achieve or maintain profitability and we may continue to incur significant losses in the future.

Our success and ability to grow our business depend on retaining and expanding our customer base. If we fail to add new customers or retain current customers, our business, revenue, operating results, and financial condition could be harmed.

We believe that growth of our business and revenue depends upon our ability to continue to grow our business in the geographic markets that we currently serve by retaining our existing customers and adding new customers in our current—as well as new—geographic markets and adding new insurance and non-insurance home-related products. Expanding into new geographic markets and introducing new products takes time, requires us to navigate and comply with extensive regulations, and may occur more slowly than we expect or than it has occurred in the past. If we lose customers, our value will diminish. In particular, while loss performance has improved over time as more customers renew their policies and remain customers for longer, a future loss of customers could lead to higher loss ratios, loss ratios that cease to decline, or declining revenue, any of which would adversely impact our profitability. If we fail to remain competitive on customer experience, pricing, or insurance coverage options, our ability to grow and retain our business may also be adversely affected. In addition, we may fail to accurately predict or execute risk segmentation of new and renewal customers or potential customers, which could also reduce our profitability.

While a key part of our business strategy is to retain and add customers in our existing markets, we also intend to expand our operations into new markets and new products. In doing so, we may incur losses or otherwise fail to enter new markets or introduce new products successfully. Our expansion into new markets and new products may place us in unfamiliar competitive environments and involve various risks, including competition, government regulation, the need to invest significant resources, and the possibility that returns on such investments will not be achieved for several years or at all.

There are many factors that could negatively affect our ability to grow our customer base, including if:

•we fail to effectively use search engines, social media platforms, content-based online advertising, and other online sources for generating traffic to our website;
•potential customers in a particular marketplace or more generally do not meet our underwriting guidelines;
•our products are not competitive in terms of customer experience, pricing, or insurance coverage options;
•our competitors mimic our digital platform or develop other innovative services, causing current and potential customers to purchase their insurance products instead of our products;
•we lose customers to new market entrants and/or existing competitors;
•we do not obtain regulatory approvals necessary for expansion into new markets or in relation to our products (such as line, form, underwriting, and rating approvals) or such approvals contain conditions that impose restrictions on our operations (such as limitations on growth);
•our digital platform experiences disruptions;
•we suffer reputational harm to our brand resulting from negative publicity, whether accurate or inaccurate;
•we fail to expand geographically;
•we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry;
•we are unable to maintain traditional retail agent relationships;
•customers have difficulty installing, updating or otherwise accessing our website on mobile devices or web browsers as a result of actions by us or third parties;
•customers are unable or unwilling to adopt or embrace new technology;
•technical or other problems frustrate the customer experience, particularly if those problems prevent us from generating quotes or paying claims in a fast and reliable manner; or
•we are unable to address customer concerns regarding the content, data privacy, and security generally or for our digital platform specifically.

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Our inability to overcome these challenges could impair our ability to attract new customers and retain existing customers and could have a material adverse effect on our business, revenue, operating results, and financial condition.

The “Hippo” brand may not become as widely known as incumbents’ or other competitors’ brands or the brand may become tarnished.

Many of our competitors have brands that are well recognized. We spend considerable money and other resources to create brand awareness and build our reputation. We may not be able to build brand awareness, and our efforts at building, maintaining, and enhancing our reputation could fail. Complaints or negative publicity about our business practices, our marketing and advertising campaigns, our compliance with applicable laws and regulations, the integrity of the data that we provide to consumers or business partners, data privacy and security issues, and other aspects of our business, whether valid or not, could diminish confidence in our brand, which could adversely affect our reputation and business. As we expand our product offerings and enter new markets, we need to establish our reputation with new customers, and to the extent we are not successful in creating positive impressions, our business in these newer markets could be adversely affected. There can be no assurance that we will be able to maintain or enhance our reputation, and failure to do so could materially adversely affect our business, results of operations, and financial condition. If we are unable to maintain or enhance consumer awareness of our brand cost-effectively, our business, results of operations, and financial condition could be materially adversely affected.

Denial of claims or our failure to accurately and timely pay claims could materially and adversely affect our business, financial condition, results of operations, and our reputation.

We must accurately and timely evaluate and pay claims that are made under our policies. Many factors affect our ability to pay claims accurately and timely, including the efficiency of our claims processing, the training and experience of our claims adjusters (including our third-party claims administrators and adjusters), and our ability to develop or select and implement appropriate procedures and systems to support our claims functions.

The speed by which our technology allows us to process and pay claims is a differentiating factor for our business and an increase in the average time to process claims could undermine our reputation and position in the insurance marketplace. Any failure to pay claims accurately or timely could also lead to regulatory and administrative actions or material litigation; lead to loss or reduction in the reinsurance recoveries; or result in damage to our reputation, any one of which could materially and adversely affect our business, financial condition, results of operations, and prospects.

If our claims adjusters or third-party claims administrators are unable to effectively process our volume of claims, our ability to grow our business while maintaining high levels of customer satisfaction could be compromised, which—in turn—could adversely affect our reputation and operating margins.

Our limited operating history makes it difficult to evaluate our current business performance, implementation of our business model, and our future prospects.

We launched our business to sell homeowners insurance in 2015, began selling policies as an insurance producer in 2017, and began underwriting and retaining risks under insurance policies as an insurance company in 2020. Due to this limited operating history and the rapid growth that we experienced since we began operations, our operating results are hard to predict, and our historical results may not be indicative of, or comparable to, our future results. We also cannot provide any assurance that the data that we collect will provide useful measures for evaluating our business model. Our inability to adequately assess and predict our performance and growth could have a material adverse effect on our brand, business, financial condition, and results of operations.

We may not be able to manage our growth effectively.

Our revenue grew from $51.6 million for the year ended December 31, 2020 to $91.2 million for the year ended December 31, 2021. Our total employees grew from 392 as of December 31, 2020 to 621 employees as of December 31, 2021, and to 645 employees as of March 31, 2022. In addition, from December 31, 2020 to March 31, 2022, Hippo expanded from offering Hippo’s current insurance policies in 32 states to 37 states. This growth has placed and may continue to place significant demands on our management and our operational and financial resources. Hippo has hired and expects to continue hiring additional personnel to support our rapid growth. Our
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corporate and organizational structure is becoming more complex as we continue to acquire companies, add additional insurance and non-insurance products, expand our operations, add and integrate more employees, and invest in joint venture and other strategic investments. We will need to enhance our operational, legal and compliance, financial, and management controls, as well as our reporting systems and procedures to account for our Company’s growth. We will require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas, without undermining our corporate culture of rapid innovation, teamwork, and attention to the insurance-buying experience for the customer. If we cannot manage our growth effectively to maintain the accuracy, quality, and efficiency of our customers’ insurance-buying experience, as well as their experience as ongoing customers, our business could be harmed as a result, and our results of operations and financial condition could be materially and adversely affected.

Intense competition in the segments of the insurance industry in which we operate could negatively affect current financials and our ability to attain or increase profitability.

The homeowners’ insurance market is highly competitive with carriers competing through product coverage, reputation, financial strength, advertising, price, customer service, and distribution.

We face significant competition from traditional insurance companies for homeowners. Competitors include companies such as Allstate, Farmers, Liberty Mutual, State Farm, and Travelers. These companies are larger than us and have significant competitive advantages over us, including greater name recognition, higher financial strength ratings, greater resources, additional access to capital, and more types of insurance coverage to offer—such as auto, umbrella and life—than we currently do (or expect to offer in the future). Our future growth will depend in large part on our ability to grow our homeowners’ insurance business in which traditional insurance companies retain certain advantages. In particular, unlike us, many of these competitors offer consumers the ability to purchase homeowners’ insurance and multiple other types of insurance coverage and “bundle” them together into one policy and—in certain circumstances—include an umbrella liability policy for additional coverage at competitive prices. Although we expect to continue to grow vertically and offer additional home-related products (including non-insurance products), we do not currently expect to expand into other types of insurance. New insurance and non-insurance products could take months or years to be approved by regulatory authorities or may not be approved at all.

Moreover, as we expand into new lines of business and offer additional non-insurance home-related products beyond homeowners’ insurance, we could face intense competition from companies that are already established in such markets. In non-insurance products, we face competition from large technology companies, such as Alphabet and Amazon, that have significant resources and long-standing relationships with customers across a variety of products.

Further, various large technology companies and other companies with a large consumer base that have recently started operating in adjacent categories, including insurance, may offer homeowners insurance products in the future. Technology companies may in the future begin operating and offering products with better and more competitive customer experience, pricing, and insurance coverage options than us, which could cause our results of operations and financial condition to be materially and adversely affected. In addition, traditional insurance companies may seek to adapt their businesses to sell insurance by offering modernized coverage or non-insurance products like we do, including offering home care and maintenance products. Given their size, resources, customer penetration, and other competitive advantages, they may be able to erode any market advantage that we may currently have over them.

We also face competition from existing and new “insurtech” insurance companies, such as Lemonade, and “insurtech” insurance agencies and managing general agents and underwriters whose use of digital platforms (including for sales, underwriting, and claims) are similar to ours. These competitors may be able to introduce new sales, underwriting, and claims systems that are viewed more attractively than ours by insurance consumers. These models require significantly less infrastructure and capital expenditures than traditional insurance businesses and can be operated without the need to be licensed as an insurance company (as we did prior to our acquisition of Spinnaker). Accordingly, the barriers of entry for new insurtech companies may be low and competitors may be able to begin operating and build scale quickly.

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Reinsurance may be unavailable, including at current coverage, limits, or pricing, which may limit our ability to write new or renew existing business. Furthermore, reinsurance subjects our insurance company subsidiaries to counterparty credit and performance risk and may not be adequate to protect us against losses, each of which could have a material effect on our results of operations and financial condition.

Reinsurance is a contract by which an insurer, which may be referred to as the ceding insurer, agrees with a second insurer, called a reinsurer, that the reinsurer will cover a portion of the losses incurred by the ceding insurer in the event a claim is made under a policy issued by the ceding insurer, in exchange for a premium. The insurance companies that underwrite our insurance products including, but not limited to, our insurance company subsidiaries, purchase reinsurance to help manage their exposure to property and casualty insurance risks, including attritional and catastrophic risks. Although our reinsurance counterparties are liable to us according to the terms of the reinsurance contracts, we remain primarily liable to our customers as the direct insurer on all risks reinsured. As a result, reinsurance does not eliminate or limit in any way the obligation of insurance companies that underwrite our insurance products, including our insurance company subsidiaries, to pay claims, and we are subject to the risk that one or more reinsurers will be unable or unwilling to honor its obligations, or that the reinsurers will not pay in a timely fashion. Reinsurers may become financially unsound by the time they are called upon to pay amounts due, which may not occur for many years, in which case we may have no legal ability to recover what is due to us under our agreement with such reinsurers. Any disputes with reinsurers regarding coverage under reinsurance contracts could be time consuming, costly, and uncertain of success.

Our primary reinsurance contracts generally have a fixed term, per occurrence limits, and may be subject to variable commission adjustments and loss participation features, including loss corridors and loss ratio caps. Each reinsurer’s share in the interest and liabilities related to the reinsurance contract varies, and the reinsurers are severally—but not jointly—liable under the applicable reinsurance contract. Further, these reinsurance agreements may not be required to cover renewals of policies that the insurance carrier is required by law to renew or write, and we may not be able to lawfully cancel or non-renew insurance policies in a manner that assures ongoing reinsurance protection under our reinsurance contracts.

We may change the structure of our reinsurance arrangements in the future, which may impact our overall risk profile and financial and capital condition. We may be unable to negotiate new reinsurance contracts to provide continuous coverage or negotiate reinsurance on the same coverage, limits, pricing, or other terms as are currently available, as such availability depends in part on factors outside of our control. The existing or new contracts may not provide sufficient reinsurance protection. Market forces and external factors (such as significant losses from hurricanes, wildfires, severe weather, or terrorist attacks) or an increase in capital requirements, impact the availability of coverage, limits, and pricing of the reinsurance we purchase. If we are unable to maintain our current level of reinsurance coverage, extend our expiring reinsurance contracts, or purchase new reinsurance protection with the coverage, limits, and pricing and in the amounts that we consider sufficient, we would have to either accept an increase in our retained risk exposure, reduce our insurance writings, or develop or seek other alternatives.

The unavailability of acceptable and sufficient reinsurance protection would have an adverse impact on our business model, which depends on reinsurance companies absorbing a portion of the losses incurred by our insurance carriers. If our affiliated and unaffiliated insurance carriers are unable to obtain adequate reinsurance at reasonable rates, we would have to increase our retained risk exposure or reduce the level of our underwriting commitments, each of which could have a material adverse effect upon our business volume and profitability. Alternately, if available, we could elect to pay higher than desired rates for reinsurance coverage, which could have a material adverse effect upon our profitability until policy premium rates could be raised, in most cases subject to prior approval by state insurance regulators, to offset this additional cost.

Given current market conditions and our historical loss experience, there is an increased use of loss participation features in our 2022 proportional reinsurance agreements. These features will likely increase the amount of risk retained by the Company in excess of our pro-rata participation and in excess of the amount retained under the prior year reinsurance agreement. Given these provisions, the percentage of risk retained will likely also exceed the percentage of premium retained. Our final loss participation and risk retention will be dependent on various factors including our ability to implement rate increases, our attritional loss experience, and the impact of weather events on our book of business.

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Failure to maintain our risk-based capital at the required levels could adversely affect the ability of our insurance company subsidiaries to maintain regulatory authority to conduct our business.

Our insurance company subsidiaries must maintain sufficient capital to comply with insurance regulatory requirements and maintain authority to conduct our business. The NAIC has developed a system to test the adequacy of statutory capital of U.S.-based insurers, known as risk-based capital that all states have adopted. This system establishes the minimum amount of capital necessary for an insurance company to support its overall business operations. It identifies insurance companies, including property-casualty insurers, that may not be inadequately capitalized by looking at certain inherent risks of each insurer’s assets and liabilities and its mix of net written premiums. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation, or liquidation. Failure to maintain adequate risk-based capital at the required levels could adversely affect the ability of our insurance company subsidiaries to maintain regulatory authority to conduct their business.

Failure to maintain our financial strength ratings could adversely affect the ability of our insurance company subsidiaries to conduct our business as currently conducted.

Financial strength ratings are an important factor in evaluating and establishing the competitive position of insurance companies. These ratings represent the independent opinion of an insurer’s financial strength, operating performance, and ability to meet policyholder obligations. Rating agencies could downgrade or change the outlook on ratings due to:

•changes in the financial profile of one of our insurance companies;
•changes in a rating agency’s determination of the amount of capital required to maintain a particular rating; or
•increases in the perceived risk of our investment portfolio, a reduced confidence in management or our business strategy, or other considerations that may or may not be under our control.

A downgrade in our insurance company subsidiaries’ financial strength ratings could have a material effect on our sales, competitiveness, customer retention, the marketability of our product offerings, liquidity, access to and cost of borrowing, results of operations, and financial condition.

If we are unable to underwrite risks accurately and charge competitive yet profitable rates to our customers, our business, results of operations, and financial condition will be adversely affected.

In general, the premiums for our insurance policies are established at the time a policy is issued and, therefore, before all of our underlying costs are known. The accuracy of our pricing is subject to our ability to adequately assess risks, estimate losses, and comply with state insurance regulations. Like other insurance companies, we rely on estimates and assumptions in setting our premium rates. We also utilize the data that we gather through our interactions with our customers, as evaluated and curated by our proprietary technology.

Establishing adequate premium rates is necessary, together with investment income, if any, to generate sufficient revenue to offset losses, loss adjustment expenses (“LAE”), acquisition expenses, and other costs. If we do not accurately assess the risks that we underwrite, we may not charge adequate premiums to cover our losses and expenses, which would adversely affect our results of operations and our profitability. Moreover, if we determine that our prices are too low, insurance regulations may preclude us from being able to non-renew insurance contracts, non-renew customers, or raise prices. Alternatively, we could set our premiums too high, which could reduce our competitiveness and lead to lower revenues, which could have a material adverse effect on our business, results of operations, and financial condition.

Pricing involves the acquisition and analysis of historical loss data and the projection of future trends, loss costs and expenses, and inflation trends, among other factors, for each of our products in multiple risk tiers and many different markets. In order to accurately price our policies, we must, among other factors:

•collect and properly and accurately analyze a substantial volume of data from our customers;
•develop, test, and apply appropriate actuarial projections and rating formulas;
•review and evaluate competitive product offerings and pricing dynamics;
•closely monitor and timely recognize changes in trends; and
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•project both frequency and severity of our customers’ losses with reasonable accuracy.

There are no assurances that we will have success in implementing our pricing methodology accurately in accordance with our assumptions. Our ability to accurately price our policies is subject to a number of risks and uncertainties, including, but not limited to:

•insufficient, inaccurate, or unreliable data;
•incorrect or incomplete analysis of available data;
•uncertainties generally inherent in estimates and assumptions;
•our failure to establish or implement appropriate actuarial projections and rating formulas or other pricing methodologies;
•incorrect or incomplete analysis of the competitive environment;
•regulatory constraints on rate increases or coverage limitations;
•our failure to accurately estimate investment yields and the duration of our liability for loss and loss adjustment expenses; and
•unanticipated litigation, court decisions, legislative or regulatory actions, or changes to the existing regulatory landscape.

To address the potential errors or desired or required changes in our current premium rates, we may be compelled to increase the amount allocated to cover policy claims, increased expenses, or to address other economic factors resulting in an increase in future premium rates or to additionally or alternatively adopt different underwriting standards. Any of these changes may result in a decline in new business and renewals and, as a result, have a material adverse effect on our business, results of operations, and financial condition.

Our proprietary technology, which relies on third-party data, may not operate properly or as we expect it to.

We utilize third-party data gathered from the insurance application process to determine whether or not to write a particular policy and, if so, how to price that particular policy. The continuous development, maintenance, and operation of our technology is expensive and complex, and it may involve unforeseen difficulties including material performance problems, undetected defects, or errors, for example, with new capabilities incorporating artificial intelligence. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our technology from operating properly. If our data analytics do not function reliably, we may incorrectly price insurance products for our customers or incorrectly pay or deny claims made by our customers. Either of these situations could result in customer dissatisfaction with us, which could cause customers to cancel their insurance policies with us, prevent prospective customers from obtaining new insurance policies, or cause us to underprice policies or overpay claims. Any of these eventualities could result in a material and adverse effect on our business, results of operations, and financial condition.

Our technology platform may not operate properly or as we expect it to operate.

We utilize our technology platform to gather customer data in order to determine whether or not to write and how to price our insurance products. Additionally, our claims operation utilizes our technology platform to manage claims and we intend to expand our technology platform to further support the processing of some or all of our claims. Our technology platform is expensive and complex; its continuous development, maintenance, and operation may entail unforeseen difficulties, including material performance problems, undetected defects, or errors. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our technology from operating properly. If our platform does not function reliably, we may incorrectly select or renew our customers, price insurance and non-insurance products for our customers, or incorrectly pay or deny claims made by our customers. These errors could result in (i) selecting an uneconomic mix of customers; (ii) customer dissatisfaction with us, which could cause customers to cancel or fail to renew their insurance policies or non-insurance products with us, or make it less likely that prospective customers obtain new insurance policies; (iii) causing us to underprice policies or overpay claims; or (iv) causing us to incorrectly deny policyholder claims and become subject to liability. Additionally, technology platform errors could result in failure to comply with applicable laws and regulations including, but not limited to, unintentional noncompliance with our rate and form filings, cancellation and non-renewal requirements, unfair trade and claims practices, and non-discrimination, which could subject us to legal or regulatory liability and harm our brand and reputation. Any of these eventualities could result in a material adverse effect on our business, results of operations, and financial condition.
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While we believe our by-peril pricing model to be more fair to consumers than multi-peril pricing models, it may yield results that customers find unfair. For instance, we may quote certain homeowners higher premiums than our competitors if our pricing model determines that the customer is higher risk even though their higher-risk classification has not resulted in a claim on an individual basis. Such perception of unfairness could negatively impact our brand and reputation.

Our future success depends on our ability to continue to develop and implement our technology and to maintain the confidentiality of this technology.

Existing regulations and changes to existing regulations, their interpretation or implementation, or new regulations could impede our use of this technology or require that we disclose our proprietary technology to our competitors, which could impair our competitive position and result in a material adverse effect on our business, results of operations, and financial condition.

New legislation or legal requirements may affect how we communicate with our customers, which could have a material adverse effect on our business model, financial condition, and results of operations.

State and federal lawmakers and insurance regulators are focusing upon the use of artificial intelligence broadly, including concerns about transparency, deception, and fairness in particular. Changes in laws or regulations, or changes in the interpretation of laws or regulations by a regulatory authority, specific to the use of artificial intelligence, may decrease our revenues and earnings and may require us to change the manner in which we conduct some aspects of our business. In addition, our business and operations are subject to various U.S. federal, state, and local consumer protection laws, including laws which place restrictions on the use of automated tools and technologies to communicate with wireless telephone subscribers or consumers generally. Although we have taken steps to comply with these laws, no assurance can be given that we will not be exposed to civil litigation or regulatory enforcement. Further, to the extent that any changes in law or regulation further restrict the ways in which we solicit, underwrite, or communicate with prospective or current customers before or during onboarding, customer care, or claims management, these restrictions could result in a material reduction in our customer acquisition and retention, reducing the growth prospects of our business, and adversely affecting our financial condition and future cash flows.

We rely on external data and our digital platform to collect and evaluate information that we utilize in producing, pricing, and underwriting our insurance policies (in accordance with the rates, rules, and forms filed with our regulators, where required), managing claims and customer support, and improving business processes. Any legal or regulatory requirements that might restrict our ability to collect or utilize this data or our digital platform, or an outage by a data vendor, could thus materially and adversely affect our business, financial condition, results of operations, and prospects.

We use external data and our digital platform to collect and evaluate data points that we utilize in marketing, producing, pricing, and underwriting certain of our insurance policies, managing claims and customer support, and improving business processes. To the extent such data points are utilized in the underwriting or rating of our insurance products, these may be subject to prior regulatory filing, review, and approval. If federal or state regulators were to determine that the type or source of data we collect, the process we use for collecting this data, or how we or others use it results in failure to comply with applicable laws and regulations including, but not limited to, unfair trade and claims practices or non-discrimination laws, or otherwise violates existing laws and regulations, these could limit, prohibit, or restrict our collection or use of this data.

In the U.S., the federal Gramm-Leach-Bliley Act and certain federal and state laws and regulations specifically aimed at insurance companies require providers of insurance products to consumers to implement certain measures, including requirements to disclose their privacy practices to consumers, allow consumers to opt-in or opt-out, depending on the state, of the sharing of certain personal information with unaffiliated third parties, and maintain certain security controls to protect their information. State legislatures and regulators have and continue to issue regulations or pass legislation imposing requirements on insurance activities regarding the use of external data sources based on concerns about the potential for unfair discrimination, data privacy, and lack of consumer transparency associated with the use of external consumer data. If such laws or regulations were enacted federally or in a large number of states in which we operate, it could impact the integrity of our pricing and underwriting processes, as well as our customer service and claims management practices. A determination by federal or state
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regulators that the data points we utilize or the process we use for collecting this data unfairly discriminates against or violates the data privacy of some groups of people could also subject us to fines and other sanctions, including, but not limited to, disciplinary action, revocation and suspension of licenses, and withdrawal of product forms. Any such event could, in turn, materially and adversely affect our business, financial condition, results of operations and prospects, and make it harder for us to be profitable over time. Although we have implemented policies and procedures into our business operations that we feel are appropriately calibrated to our automation-driven operations, these policies and procedures may prove inadequate, resulting in a greater likelihood of inadvertent legal or compliance failures.

Additionally, existing laws, future laws, and evolving attitudes about data privacy protection may impair our ability to collect, use, and maintain data points of sufficient type or quantity to continue to develop our technology in accordance with the current plans. For more information, see the below risk factor — “We are subject to laws and regulations concerning our collection, processing, storage, sharing, disclosure, and use of customer information and other sensitive data, and our actual or perceived failure to comply with data privacy and security laws and regulations could damage our reputation and brand and harm our business and operating results.”

Further, an outage, termination, or discontinuation of the data provided from one of our data vendors could have a material adverse effect on our business, revenue, operating results, and financial condition, especially if the outage frustrates the customer experience or prevents us from generating quotes, selling policies, or paying claims.

We depend on search engines, content based online advertising, and other online sources to attract consumers to our website, which may be affected by third-party interference beyond our control. In addition, our producer and partner distribution channels are significant sources of new customers and could be impacted by third-party interference or other factors. As we grow, our customer acquisition costs may increase.

Our success depends on our ability to attract potential consumers to our website and convert them into customers in a cost-effective manner. We depend, in large part, on search engines, content-based online advertising, and other online sources for traffic to our website, including, to a lesser extent, our social media platforms.

With respect to search engines, we are included in search results as a result of both paid search listings, where we purchase specific search terms that result in the inclusion of our advertisement, and free search listings, which depend on algorithms used by search engines. For paid search listings, if one or more of the search engines or other online sources on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, we could lose consumers, and traffic to our website could decrease, any of which could have a material adverse effect on our business, results of operations, and financial condition. For free search listings, if search engines on which we rely for algorithmic listings modify their algorithms, our websites may appear less prominently or not at all in search results, which could result in reduced traffic to our websites.

Our ability to maintain and increase the number of consumers directed to our products from digital platforms is not entirely within our control. Search engines, social media platforms, and other online sources often revise their algorithms and introduce new advertising products. If one or more of the search engines or other online sources on which we rely for traffic to our website were to modify its general methodology for how it displays our advertisements or keyword search results, resulting in fewer consumers clicking through to our website, our business and operating results are likely to suffer. In addition, if our online display advertisements are no longer effective or are not able to reach certain consumers due to consumers’ use of ad-blocking software, or if our competitors bid more aggressively on online advertisements, our business and operating results could suffer.

Additionally, changes in regulations could limit the ability of search engines and social media platforms, including, but not limited to, Google and Facebook, to collect data from customers and engage in targeted advertising, making them less effective in disseminating our advertisements to our target customers. For example, the proposed Designing Accounting Safeguards to Help Broaden Oversight and Regulations on Data (DASHBOARD) Act would mandate annual disclosure to the SEC of the type and “aggregate value” of user data used by harvesting companies, such as, but not limited to, Facebook, Google and Amazon, including how revenue is generated by user data and what measures are taken to protect the data. If the costs of advertising on search engines and social media platforms increase, we may incur additional marketing expenses or be required to allocate a larger portion of our marketing spend to other channels and our business and operating results could be adversely affected. Similarly, insurance brokerage and distribution regulation may limit our ability to rely on third-party digital
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technology platforms to provide a link to our insurance platform through an API if the third-party distribution platforms are unable to continue to link to our insurance products pursuant to insurance law and regulations.

Besides online direct-to-consumer channels, we also leverage other channels to secure customers, which benefits our growth and long-term vision of meeting customers where and when they want to buy. We utilize multiple indirect channels, including agency channels and partner channels, among others, which could be disrupted for a variety of reasons.

The insurance producers we work with also have a direct relationship with their customers and could be incentivized to move them to a competitor. While we have gained significant traction within this channel, due to our innovation, relationships, and technology, we could lose market share through our competitors’ innovation or new products. Competitors may also increase their commissions to increase their ability to attract specific risk-groups or geographic areas, which could slow our ability to grow and increase profitability.

Our partners may attempt to recreate our capabilities independently or move their business to a new insurance partner or add additional insurance partners. Competitors could also develop innovative approaches or significant incentives that could impact our ability to grow, optimize channel economics, or build new relationships.

We may require additional capital to grow our business, which may not be available on terms acceptable to us or at all.

To the extent that our present capital (including the funds generated by the Business Combination) is insufficient to meet future operating requirements (including regulatory capital requirements) or to cover losses, we may need to raise additional funds through financings or curtail our projected growth. Many factors will affect our capital needs, as well as their amount and timing (including our growth and profitability, risk retained, and the availability of reinsurance), market disruptions, and other developments.

Historically, we funded our operations, marketing expenditures, and capital expenditures primarily through equity issuances, including through convertible note financings. Going forward, we intend to evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance, and the condition of the capital markets at the time we seek financing. In addition, regulatory bodies may be required to approve additional equity, equity-linked securities, debt securities, or other forms of financing that we may wish to pursue, and we cannot be certain that these approvals can be obtained. We cannot be certain that additional financing will be available to us on favorable terms or at all.

If we raise additional funds through the issuance of equity, equity-linked securities, or debt securities, those securities may have rights, preferences, or privileges senior to those of our common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could require that a substantial portion of our operating cash flow be devoted to the payment of interest and principal on such indebtedness, which may decrease available funds for other business activities and could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and pursue business opportunities.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, maintain minimum amounts of risk-based capital, and respond to business challenges could be significantly limited, and our business, results of operations, and financial condition could be adversely affected.

Interruptions or delays in the services provided by our providers of third-party technology platforms or our internet service providers could impair the operability of our website and may cause our business to suffer.

We currently rely on multiple providers of cloud infrastructure services, including Google Cloud Platform (“GCP”), Amazon Web Services (“AWS”), Salesforce.com (“SFDC”), and others (collectively, “Cloud Platforms”). We rely on the internet and, accordingly, depend on the continuous, reliable, and secure operation of internet servers, related hardware and software, and network infrastructure. Our operations depend on protecting the virtual cloud infrastructure hosted in Cloud Platforms by maintaining its configuration, architecture, and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet service
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providers transmit. Furthermore, we have no physical access or control over the services provided by our Cloud Platforms. Although we have disaster recovery plans that utilize multiple Cloud Platforms locations, the data centers that we use are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, floods, fires, severe storms, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures, and similar events, many of which are beyond our control, and any of which could disrupt our services, prevent customers from accessing our products, destroy customer data, or prevent us from being able to continuously back up and record data. In the event of significant physical damage to one of these data centers, it may take a significant period of time to achieve full resumption of our services, and our disaster recovery planning may not account for all eventualities. Further, a prolonged Cloud Platform service disruption affecting our website for any of the foregoing reasons could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. In addition, any changes to our Cloud Platforms’ service levels may adversely affect our ability to meet the requirements of our customers. As our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. We may also incur significant costs for using alternative platforms or taking other actions in preparation for, or in reaction to, events that damage the Cloud Platform services we use. Damage or interruptions to these data centers could harm our business. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our website. Insurance coverage may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business, that may result from interruptions in our services or products.

Our usage of Cloud Platforms enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions. Our Cloud Platform approach provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. Our Cloud Platform providers may terminate the agreement for multiple reasons (including, but not limited to, a requirement to comply with a government request, security risk to others, breach of payment obligations, or breach of contract). Termination of a Cloud Platform agreement may harm our ability to access data centers we need to host our website or to do so on terms as favorable as those we have today.

As we continue to expand the number of customers to whom we provide our products and services, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in service. In addition, the failure of Cloud Platforms’ data centers or third-party internet service providers to meet our capacity requirements could result in interruptions or delays in access to our website or impede our ability to scale our operations. In the event that one or more of our Cloud Platform service agreements are terminated or there is a lapse of service, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our website as well as delays and additional expense in arranging new facilities and services, which could harm our business, results of operations, and financial condition.

Security incidents or real or perceived errors, failures, or bugs in our systems or website could impair our operations, result in loss of customers’ personal information, damage our reputation and brand, and harm our business and operating results.

Our continued success is dependent on our systems, applications, and software continuing to operate and to meet the changing needs of our customers and users. We rely on our technology and engineering staff and vendors to successfully implement changes to and maintain our systems and services in an efficient and secure manner. Like all information systems and technology, our website may contain material errors, failures, vulnerabilities, or bugs, particularly when new features or capabilities are released, and it may be subject to computer viruses or malicious code, break-ins, phishing impersonation attacks, attempts to overload our servers with denial-of-service or other attacks, ransomware and similar incidents, or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays, or website shutdowns, or could cause loss of critical data, or the unauthorized disclosure, access, acquisition, alteration, or use of personal or other confidential information.

In the ordinary course of business, we collect, store, and transmit information, including personal information, in relation to our current, past, or potential customers, business partners, agents, staff, and contractors. We could be subject to a cyber-incident or other adverse event that threatens the security, confidentiality, integrity, or availability of our information resources, including intentional attacks or unintentional events where parties gain unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information about subscribers, vendors, and employees. For example, unauthorized parties could steal or access our customers’ names,
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email addresses, physical addresses, phone numbers, and other information that we collect when providing insurance quotes. Outside parties may also attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our information or customers’ information. Further, our vendors are also susceptible to data breaches, including our payment processing vendors who handle customer credit card numbers or other payment information. While we use encryption and authentication technology licensed from third parties designed to effect secure transmission of such information, we cannot guarantee the security of the transfer and storage of personal information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often they are not recognized until launched against a target and may originate from less regulated and remote areas around the world. Accordingly, we may be unable to proactively address these techniques or to implement adequate preventative measures. Despite our efforts and processes to prevent breaches, our products and services, as well as our servers, computer systems, and those of third parties that we use in our operations are vulnerable to cybersecurity risks, including cyber-attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, third-party or employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those of third parties that we use in our operations, which could lead to interruptions, delays, loss of critical data, unauthorized access to subscriber data, and loss of consumer confidence. In addition, we may be the target of email scams that attempt to acquire personal information or company assets.

Security breaches, including by hackers or insiders, or any other types of data security or privacy-related incidents could expose confidential or personal information, which could result in potential regulatory investigations, fines, penalties, compliance orders, liability, litigation, and remediation costs, as well as reputational harm, any of which could materially adversely affect our business and financial results. It could also trigger claims by affected third parties. Further, even if we do not ourselves experience a cyber-incident, hacking against our competitors or other companies could create the perception among our customers or potential customers that our digital platform is not safe to use.

If we experience compromises to our security that result in technology performance, integrity, or availability problems, the complete shutdown of our website or the loss or unauthorized disclosure, access, acquisition, alteration, or use of confidential information, customers may lose trust and confidence in us, and customers may decrease the use of our website or stop using our services entirely. Further, outside parties may attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our information or customers’ information. A significant impact on the performance, reliability, security, and availability of our systems, software, or services may harm our reputation, impair our ability to operate, impair our ability to retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.

Cyber-incidents are expected to accelerate on a global basis in both frequency and magnitude, and threat actors are increasingly sophisticated in using techniques that circumvent controls, evade detection, and remove forensic evidence, which means that we and our third-party providers may be unable to anticipate, contain or recover from future attacks or incidents in a timely or effective manner. The COVID-19 pandemic has increased cybersecurity risk as a result of global remote working arrangements that may continue and which present opportunities for threat actors to engage in social engineering (for example, phishing) and to exploit vulnerabilities in non-corporate networks. In addition, according to U.S. Government sources and others, the conflict involving Russia and Ukraine has resulted in a heightened risk of cyber-incidents against companies, supply chain vendors and others based in the U.S. or in U.S.-allied regions.

Misconduct or fraudulent acts by employees, agents, claims vendors, or third parties may expose us to financial loss, disruption of business, regulatory assessments, and reputational harm.

We and the insurance industry are inherently susceptible to past and future misconduct or fraudulent activities by employees, representative agents, claims vendors, customers, or other third parties. These activities could include fraud against the company, its employees, and its customers through illegal or prohibited activities unauthorized acts or representations, or the unauthorized use or disclosure of personal or proprietary information.

Our success depends, in part, on our ability to establish and maintain relationships with quality and trustworthy service professionals.

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We must continue to attract, retain, and grow the number of skilled and reliable service professionals who can provide services across our products. In addition to skill and reliability, our customers want to work with service professionals and claims adjusters whom they trust to work in their homes and with whom they feel safe.

While we maintain screening processes to try to prevent unsuitable service professionals, these processes have limitations and, even with these safety measures, no assurances can be provided regarding the future behavior of any service provider. Inappropriate and/or unlawful behavior of service professionals generally, particularly any such behavior that compromises the trustworthiness of service providers and/or of the safety of our customers, could result in bad publicity and related damage to our reputation, detriment to our brands and brand-building efforts, and/or actions by governmental and regulatory authorities, criminal proceedings and/or litigation. The occurrence of any of these events could, in turn, adversely affect our business, reputation, financial condition, and results of operations.

We may be unable to prevent, monitor, or detect fraudulent activity, including policy acquisitions or payments of claims that are fraudulent in nature.

If we fail to maintain adequate systems and processes to prevent, monitor, and detect fraud, including employee fraud, agent fraud, fraudulent policy acquisitions, claim vendor fraud, third-party or fraudulent claims activity, or if inadvertent errors occur with such prevention, monitoring, and detection systems due to human or computer error, our business could be materially adversely impacted. In the ordinary course of business in the insurance industry, we have experienced relatively isolated incidents of fraudulent activity that have not had a material impact on our business. However, we cannot be certain that our systems and processes will always be adequate in the face of increasingly sophisticated and ever-changing fraud schemes. We use a variety of tools to protect against fraud, but these tools may not always be successful at preventing such fraud.

We are periodically subject to examinations by our primary state insurance regulators, which could result in adverse examination findings and necessitate remedial actions.

Our primary insurance regulators are responsible for our supervision and examination of our insurance subsidiaries. Spinnaker is currently domiciled in Illinois and Spinnaker Specialty Insurance Company (Spinnaker Specialty) is an authorized/non-admitted insurer in Texas, and in the first quarter of 2022, we added Mainsail Insurance Company as an admitted insurer in Texas. RH Solutions Insurance Ltd. (“RHS”) is a Cayman-domiciled insurance captive, and is subject to regulations and supervision imposed by the Cayman Islands.

Periodically, other non-domestic insurance regulators perform examinations of insurance companies under their jurisdiction to assess compliance with applicable laws and regulations, financial condition, and the conduct of regulated activities or may conduct targeted investigations. These examinations provide insurance regulators with a significant opportunity to review and scrutinize our business. If—as a result of an examination—an insurance regulator determines that our financial condition, capital resources, or other aspects of any of our operations are less than satisfactory, or that we are in violation of applicable laws or regulations, an insurance regulator could require us to take one or more remedial actions or otherwise subject us to regulatory scrutiny, impose fines and penalties, or take further actions including suspension or revocation of our licenses. We cannot predict with precision the likelihood, nature, or extent of any necessary remedial actions or financial impact (if any) resulting from such an examination or the associated costs of such remedial actions or regulatory scrutiny. Any regulatory or enforcement action or any regulatory order imposing remedial, injunctive, or other corrective action against us resulting from these examinations could have a material adverse effect on our business, reputation, financial condition, or results of operations.

We are subject to laws and regulations concerning our collection, processing, storage, sharing, disclosure, and use of customer information and other sensitive data, and our actual or perceived (or alleged) failure to comply with data privacy and security laws and regulations could damage our reputation and brand and harm our business and operating results.

In the ordinary course of business, we collect, store, and transmit information, including personal information, in relation to our current, past, or potential customers, business partners, agents, staff, and contractors. In the U.S., there are numerous federal and state data privacy and protection laws and regulations governing the collection, use, disclosure, protection, and other processing of personal information, including federal and state data privacy laws, data breach notification laws, and consumer protection laws. For example, the California Consumer Privacy Act of 2018 (the “CCPA”), which became effective in January 2020, created new privacy rights for
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consumers residing in the state of California and imposes obligations on companies that process their personal information, including an obligation to provide certain new disclosures to such residents. Specifically, among other things, the CCPA creates new consumer rights and imposes corresponding obligations on covered businesses relating to the access to, deletion of, and sharing of personal information collected by covered businesses, including California residents’ right to access and delete their personal information, opt out of certain sharing and sales of their personal information, and receive detailed information about how their personal information is used. The law exempts from certain requirements of the CCPA certain information that is collected, processed, sold, or disclosed pursuant to the California Financial Information Privacy Act, the federal Gramm-Leach-Bliley Act, or the federal Driver’s Privacy Protection Act. The definition of “personal information” in the CCPA is broad and may encompass other information that we maintain beyond that excluded under the Gramm-Leach-Bliley Act, the Driver’s Privacy Protection Act, or the California Financial Information Privacy Act exemption. Further, the CCPA allows for the California Attorney General to impose civil penalties for violations and provides a private right of action for certain data breaches that result in the loss of personal information. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. In addition, it remains unclear how various provisions of the CCPA will be interpreted and enforced. California voters also recently passed the CPRA, which will take effect on January 1, 2023. The CPRA significantly modifies the CCPA, including by imposing additional obligations on covered companies and expanding California consumers’ rights with respect to certain sensitive personal information, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Some observers have noted that the CCPA (and the CPRA) could mark the beginning of a trend toward more stringent privacy legislation in the United States, and multiple states have enacted, or are expected to enact, similar or more stringent laws. For example, in 2020, Nevada passed SB 220 which restricts the “selling” of personal information and, in 2021, Virginia passed the CDPA, which is set to take effect on January 1, 2023 and grants new privacy rights for Virginia residents. Additionally, we are subject to the federal Telephone Consumer Protection Act, which restricts the making of telemarketing calls and the use of automatic telephone dialing systems. There is also discussion in Congress of a new comprehensive federal data protection and privacy law to which we likely would be subject if it is enacted. Such new laws and proposed legislation, if passed, could have conflicting requirements that could make compliance challenging, require us to expend significant resources to come into compliance, and restrict our ability to process certain personal information. The effects of the CCPA and other similar state laws subsequently enacted, as well as possible future state or federal laws, are potentially significant and may require us to modify our data collection and processing practices and policies and to incur substantial costs and potential liability in an effort to comply with such legislation.

In the event of a data breach, we are also subject to breach notification laws in the jurisdictions in which we operate, including U.S. state laws, and the risk of litigation and regulatory enforcement actions. In addition, a number of federal and state laws and regulations relating to privacy affect and apply to the insurance industry specifically.

We may also face particular privacy, data security, and data protection risks in connection with requirements of the European Union’s (“E.U.”) General Data Protection Regulation 2016/679 (“GDPR”), the United Kingdom (“UK”) GDPR and UK Data Protection Act 2018 (which retains the GDPR in UK national law) and other data protection regulations in the E.U. and UK. Among other stringent requirements, the GDPR restricts transfers of data outside of the E.U. to third countries deemed to lack adequate privacy protections (such as the U.S.), unless an appropriate safeguard specified by the GDPR is implemented. A July 16, 2020 decision of the Court of Justice of the European Union invalidated a key mechanism for lawful data transfer to the U.S. and called into question the viability of its primary alternative. As such, the ability of companies to lawfully transfer personal data from the E.U. to the U.S. is presently uncertain. Other countries have enacted or are considering enacting similar cross-border data transfer rules or data localization requirements. These developments could limit our future ability to deliver our products in the E.U. and other foreign markets. In addition, any failure or perceived failure to comply with these rules may result in regulatory fines or penalties, including orders that require us to change the way we process data.

Additionally, we are subject to the terms of our privacy policies and data privacy-related obligations to third parties. Any failure or perceived failure by us to comply with our privacy policies, our data privacy-related obligations to customers or other third parties, or our other data privacy-related legal obligations, may result in governmental or regulatory investigations, enforcement actions, regulatory fines, compliance orders, litigation, or public statements against us by consumer advocacy groups or others and could cause customers to lose trust in us, all of which could be costly and have an adverse effect on our business. In addition, new and changed rules and regulations regarding data privacy, data protection (in particular those that impact the use of artificial intelligence), and cross-border transfers of customer information could cause us to delay planned uses and disclosures of data to
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comply with applicable data privacy and data protection requirements. Moreover, if third parties that we work with violate applicable laws or our policies, such violations also may put personal information at risk, which may result in increased regulatory scrutiny and have a material adverse effect to our reputation, business, and operating results.

We employ third-party licensed data, software, technologies, and intellectual property for use in our business, and the inability to maintain or use these licenses, or errors or defects in the data, software, technologies, and intellectual property we license could result in increased costs or reduced service levels, which would adversely affect our business, financial condition, and results of operations.

Our business relies on certain third-party data, software, technology, and intellectual property that we obtain under licenses from other companies including insurance industry proprietary information that we license from Insurance Services Office, Inc. (“ISO”). We anticipate that we will continue to rely on such third-party data, software, technology, and intellectual property and we may license additional third-party data, software, technology, and intellectual property in the future. We cannot assure that these third-party licenses, or support for such licensed software and technologies, will continue to be available to us on commercially reasonable terms, if at all. Although we believe that there are commercially reasonable alternatives to the third-party products we currently license, other than proprietary information provided by ISO, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of new third-party products may require significant work and require substantial investment of our time and resources. Also, should ISO refuse to license its proprietary information to us on the same terms that it offers to our competitors and we are unable to find a comparable replacement, we could be placed at a significant competitive disadvantage. In the event that we cannot renew and/or expand existing licenses, we may be required to discontinue or limit our use of the products that include or incorporate the licensed software, technology, or other intellectual property. Any of these results could harm our business, results of operations, and financial condition.

Any errors or defects in third-party data, software, technology, and intellectual property that we license could result in errors that could harm our brand and business. We also cannot be certain that our licensors are not infringing the intellectual property rights of others or that our licensors have sufficient rights to the licensed software and technology in all jurisdictions in which we may operate. If we are unable to obtain or maintain rights to any of this software or technology because of intellectual property infringement claims brought by third parties against our licensors or against us, our ability to develop our services containing such software or technology could be severely limited and our business could be harmed. Many of the risks associated with the use of third-party software, technology, and other intellectual property cannot be eliminated, and these risks could negatively affect our business.

Failure to protect or enforce our intellectual property rights could harm our business, results of operations, and financial condition.

Our success is dependent in part on protecting our intellectual property rights and technology, including any source code, proprietary information, data, processes and other forms of information, know how, and technology. We rely on a combination of patents, copyrights, trademarks, service marks, and trade secret laws to establish and protect our intellectual property. We also seek to control access to our proprietary information by entering into a combination of invention assignment agreements and nondisclosure agreements with our employees, consultants, and with our third-party providers and strategic partners. While these agreements will give us contractual remedies upon any unauthorized use or disclosure of our proprietary business information or intellectual property, we cannot assure you that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information, and we may not always be able to effectively monitor or prevent such unauthorized use of disclosure.

We also seek to protect our proprietary information and intellectual property though contractual restrictions in our commercial agreements with third-party licensees, partners, and other third parties. However, some license provisions that protect against unauthorized use, copying, transfer, and disclosure of our technology may be unenforceable under the laws of certain jurisdictions and foreign countries. Certain arrangements with joint development partners may limit our ability to protect, maintain, enforce, or commercialize such intellectual property rights, including requiring agreement with or payment to our joint development partners before protecting, maintaining, licensing, or initiating enforcement of such intellectual property rights, and may allow such joint development partners to register, maintain, enforce, or license such intellectual property rights in a manner that may affect the value of the jointly-owned intellectual property or our ability to compete in the market.
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We have filed, and may continue in the future to file, trademark, and patent applications to protect certain of our innovations and intellectual property. However, we cannot guarantee that patents will issue on our pending patent applications or that we will be successful in registering our trademarks. Our existing intellectual property, and any intellectual property granted to us or that we otherwise acquire in the future, may be contested, circumvented, or invalidated, and we may not be able to prevent third parties from infringing our rights to our intellectual property. Therefore, the exact effect of the protection of this intellectual property cannot be predicted with certainty. In addition, given the costs, effort, risks, and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, we may choose not to seek patent protection for certain innovations. Any failure to adequately obtain such patent protection, or other intellectual property protection, could later prove to adversely impact our business.

While software and other of our proprietary works may be protected under copyright law, we have chosen not to register any copyrights in these works, and instead, primarily rely on protecting our software as a trade secret. In order to bring a copyright infringement lawsuit in the United States, the copyright must be registered. Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited.

We currently hold various domain names relating to our brand, including hippo.com and hippoinsurance.com, among others. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for users to find our website. We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon, or otherwise decrease the value of our trademarks and other proprietary rights.

While we take precautions designed to protect our intellectual property, there are steps that we have not yet taken to protect our intellectual property on a global basis. Additionally, the steps that we have already taken to protect our intellectual property may not be sufficient or effective. Third parties may knowingly or unknowingly infringe our proprietary rights and third parties may challenge proprietary rights held by us and we may not be able to prevent infringement or misappropriation of our proprietary rights without incurring substantial expense. If third parties copy our technology and use our proprietary brand, content, and information to create or enhance competing solutions and services, the value of our brand and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to customers and potential customers may become confused, and our ability to attract customers may be adversely affected. We may need to engage in litigation to enforce our rights. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform, or harm our reputation or brand.

Our services utilize third-party open source software components, which may pose particular risks to our proprietary software, technologies, products, and services in a manner that could negatively affect our business.

The software powering our technology systems incorporates open source software and will continue to use open source software in the future. Use and distribution of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. To the extent that our services depend upon the successful operation of open source software, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our platform, delay new solutions introductions, result in a failure of our platform, and injure our reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks, and, in conjunction, make our systems more vulnerable to data breaches. In addition, the public availability of such software may make it easier for others to compromise our platform.

Furthermore, some open source licenses contain requirements that we make available source code for modifications or derivative works that we create based upon the type of open source software we use or grant other licenses to our intellectual property. If we combine our proprietary software with open source software in a certain
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manner, we could, under certain open source licenses, be required to release or license the source code of our proprietary software to the public. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code or re-engineer all or a portion of our technology systems, each of which could reduce or eliminate the value of our technology systems. Such risk could be difficult or impossible to eliminate and could adversely affect our business, financial condition, and results of operations.

We may be unable to prevent or address the misappropriation of our data.

From time to time, third parties may misappropriate our data through website scraping, bots, or other means and aggregate this data on their websites with data from other companies. In addition, copycat websites may have attempted to and may in the future attempt to misappropriate data and imitate our brand or the functionality of our website. If we become aware of such websites, we intend to employ technological or legal measures in an attempt to halt their operations. However, we may be unable to detect all such websites in a timely manner and, even if we could, technological and legal measures may be insufficient to halt their operations. In some cases, particularly in the case of websites operating outside of the United States, our available remedies may not be adequate to protect us against the effect of the operation of such websites. Regardless of whether we can successfully enforce our rights against the operators of these websites, any measures that we may take could require us to expend significant financial or other resources, which could harm our business, results of operations, or financial condition. In addition, to the extent that such activity creates confusion among consumers or advertisers, our brand and business could be harmed.

We rely on the experience and expertise of our founder, senior management team, highly-specialized insurance experts, key technical employees, and other highly skilled personnel.

Our success depends upon the continued service of Assaf Wand, our co-founder, Chief Executive Officer and a member of our board of directors; our senior management team; our highly-specialized insurance experts and key technical employees; and our ability to continue to attract and retain additional highly qualified personnel. Our future success depends on our continuing ability to identify, hire, develop, motivate, retain, and integrate highly skilled personnel for all areas of our organization. If we are unable to attract the requisite personnel, our business and prospects may be adversely affected. Each of our co-founder, executive officers, specialized insurance experts, key technical personnel, and other employees could terminate his or her relationship with us at any time. The loss of our CEO or any other member of our senior management team, specialized insurance experts, or key personnel might significantly delay or prevent the achievement of our strategic business objectives and could harm our business. We rely on a small number of highly-specialized insurance experts, the loss of any one of whom could have a disproportionate impact on our business. Competition in our industry for qualified employees is intense. Our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Moreover, if and when the stock options or other equity awards are substantially vested, employees under such equity arrangements may be more likely to leave, particularly when the underlying shares have seen a value appreciation.

Furthermore, several members of our management team were hired recently. If we are not able to integrate these new team members or if they do not perform adequately, our business may be harmed.

We face significant competition for personnel, particularly in California, where our headquarters is located and in Texas, where many of our technical employees are located. To attract top talent, we have to offer, and believe we will need to continue to offer, competitive compensation and benefits packages. We may also need to increase our employee compensation levels in response to competitor actions. If we are unable to hire new employees quickly enough to meet our needs or otherwise fail to effectively manage our hiring needs or successfully integrate new hires, including our recently hired management team members, our efficiency, ability to meet forecasts, and our employee morale, productivity and retention could suffer, which in turn could have an adverse effect on our business, results of operations, and financial condition.

If our customers were to claim that the policies they purchased failed to provide adequate or appropriate coverage, we could face claims that could harm our business, results of operations, and financial condition.

Although we aim to provide adequate and appropriate coverage under each of our policies, customers could purchase policies that prove to be inadequate or inappropriate. If such customers were to bring a claim or claims
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alleging that we failed in our responsibilities to provide them with the type or amount of coverage that they sought to purchase, we could be found liable, resulting in an adverse effect on our business, results of operations, and financial condition. While we maintain errors and omissions insurance coverage to protect us against such liability, such coverage may be insufficient or inadequate.

We may become subject to claims under Israeli law for remuneration or royalties for assigned invention rights by our Israel-based contractors or employees, which could result in litigation and adversely affect our business.

We enter into assignment of invention agreements with employees and contractors, pursuant to which such employees and contractors assign to us all rights to any inventions created during and as a result of their employment or engagement with us. Under the Israeli Patents Law, 5727-1967 (the “Israeli Patents Law”), inventions conceived by an employee during and as a result of such employee’s employment are regarded as “Service Inventions,” which belong to the employer absent an agreement between the employee and employer providing otherwise.

The Israeli Patents Law also provides that if there is no agreement between an employer and an employee determining whether the employee is entitled to receive consideration for service inventions and on what terms, this will be determined by the Israeli Compensation and Royalties Committee (the “Committee”), a body constituted under the Israel Patents Law. Current case law clarifies that the right to receive consideration for Service Inventions can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Israeli Patents Law.

In addition, with respect to contractors, there is no clear arrangement under the Israeli Patents Law with respect to contractors’ ownership in inventions developed by them. Therefore, it is considered best practice to include, in the contractor’s engagement agreement, a provision whereby the parties agree that the company engaging such contractor shall own all intellectual property rights conceived or developed by the contractor during and as a result of such contractor’s engagement with the company, including a clear and explicit assignment provision with respect thereto and a waiver to receive additional consideration.

Although we generally enter into agreements with our contractors and employees pursuant to which they (i) assign to us all rights in and to inventions developed by them during and as a result of their employment or engagement with us; and (ii) waive any right to receive royalties, compensation or additional consideration in connection therewith (including, with respect to employees, waiver under Section 134 of the Israeli Patents Law), we may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current or former contractors or employees, or be forced to litigate such monetary claims, which could negatively affect our business.

Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture has been critical to our success. We not only seek to engender a trusting relationship between our brand and our customers, but also among our employees. Our ability to continue to cultivate and maintain this culture is essential to our growth and continued success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

•failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values, and mission;
•the increasing size and geographic diversity of our workforce and our ability to promote a uniform and consistent culture across all our offices and employees;
•competitive pressures to move in directions that may divert us from our mission, vision, and values;
•the continued challenges of a rapidly evolving industry; and
•the increasing need to develop expertise in new areas of business that affect us.

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Our unique culture is one of our core characteristics that helps us to attract and retain key personnel. If we are not able to maintain our culture, we would have to incur additional costs and find alternative methods to recruit key employees, which in turn could cause our business, results of operations, and financial condition to be adversely affected.

Our exposure to loss activity and regulation may be greater in states where we currently have more of our customers or where we are domiciled.

A large portion of our business originates from customers in California and Texas. As a result of this concentration, if a significant catastrophe event or series of catastrophe events occur, such as a natural disaster, severe weather (such as the Texas hail storms in 2019 or the Texas winter storm in February 2021 (“Uri”)), or a disease outbreak or pandemic (such as the COVID-19 pandemic) and cause material losses in California and Texas, our business, financial condition, and results of operations could be materially adversely affected. Further, as compared to our competitors who operate on a wider geographic scale, any adverse changes in the regulatory or legal environment affecting property and casualty insurance in California and Texas may expose us to more significant risks. In addition, as Spinnaker is domiciled in Illinois, any adverse changes in the regulatory environment affecting property and casualty insurance in Illinois may also expose us to more significant risks.

Our product development cycles are complex and subject to regulatory approval, and we may incur significant expenses before we generate revenues, if any, from new or expansion of or changes to existing products.

Because our insurance products require regulatory approvals, development cycles can take time. Moreover, development projects can be technically challenging and expensive, and may be delayed or defeated by the inability to obtain licensing or other regulatory approvals. The nature of these development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we generate revenues, if any, from such expenses. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in the marketplace, this could materially and adversely affect our business and results of operations. Additionally, anticipated customer demand for a product we are developing could decrease after the development cycle has commenced. Such decreased customer demand may cause us to fall short of our sales targets, and we may nonetheless be unable to avoid substantial costs associated with the product’s development. If we are unable to complete product development cycles successfully and in a timely fashion and generate revenues from such future products, the growth of our business may be harmed.

Our success depends upon the continued growth in the use of the internet for purchasing of insurance products.

We provide homeowners’ insurance products through our website that competes with traditional offline counterparts. While we also offer insurance through traditional, offline producers, the continued growth and acceptance of our products and services will depend, to a large extent, on the continued growth in commercial use of the internet and our ability to innovate and distinguish our products and services from traditional markets.

Purchasers of insurance may develop the perception that purchasing insurance products online is not as effective as purchasing such products through a producer or other traditional offline methods, and the homeowners’ insurance markets may not migrate online as quickly as (or at the levels that) we expect. Moreover, if, for any reason, an unfavorable perception develops that data automation is less efficacious than traditional offline methods of purchasing insurance, underwriting, claims processing, and other functions that use data automation, our business, results of operations, and financial condition could be adversely affected.

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New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement or acquire new lines of business, including those outside of the insurance industry, or offer new products and services within existing lines of business. There are risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed or are evolving. In developing and marketing new lines of business and new products and services, we may invest significant time and resources. In addition, new business ventures may require different strategic management competencies and risk considerations compared to those of a traditional insurance company or compared to those of our existing management team. External factors, such as regulatory compliance obligations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have an adverse effect on our business, results of operations, and financial condition.

Litigation and legal proceedings filed by or against us and our subsidiaries, key vendors, joint ventures, or investments could have a material adverse effect on our business, results of operations, and financial condition.

Litigation and other proceedings may include, but are not limited to, complaints from or litigation by vendors, employees, customers, our insurance companies, or reinsurers, related to alleged breaches of contract or otherwise. As our market share increases, competitors may pursue litigation to require us to change our business practices or offerings and limit our ability to compete effectively. As is typical in the insurance industry, we continually face risks associated with litigation of various types arising in the normal course of our business operations, including disputes relating to insurance claims under our policies, as well as other general commercial and corporate litigation. Although we are not currently involved in any material litigation with our customers, members of the insurance industry are the target of class action lawsuits and other types of litigation, some of which involve claims for substantial or indeterminate amounts, and the outcomes of which are unpredictable. This litigation is based on a variety of issues, including the sale of insurance and unfair trade or claim settlement practices. In addition, because we utilize our own and third-party data, it is possible that customers or consumer groups could bring individual or class action claims, and regulators could bring actions alleging that our methods of collecting data and pricing risk are impermissibly discriminatory. We cannot predict with any certainty whether we will be involved in such litigation in the future or what impact such litigation would have on our business. If we were to be involved in litigation and it was determined adversely, it could require us to pay significant damages amounts or to change aspects of our operations, either of which could have a material adverse effect on our financial results. Even claims without merit can be time-consuming and costly to defend and may divert management’s attention and resources away from our business and adversely affect our business, results of operations, and financial condition. Additionally, lawsuits over claims that are not individually material could in the future become material if aggregated with a substantial number of similar lawsuits. In addition to increasing costs, a significant volume of customer complaints or litigation could adversely affect our brand and reputation, regardless of whether such allegations are valid or whether we are liable. We cannot predict with certainty the costs of defense, the costs of prosecution, applicability or adequacy of insurance coverage, or the ultimate outcome of litigation or other proceedings filed by or against us, including remedies or damage awards, and adverse results in such litigation and other proceedings may harm our business and financial condition. Refer to Note 12.

Claims by others that we infringed their proprietary technology or other intellectual property rights could result in litigation which is expensive to support, and if resolved adversely, could harm our business.

Companies in the internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of trademarks, copyrights, patents, and other intellectual property rights. As we gain an increasingly high public profile, the possibility of intellectual property rights claims against us grows and, from time to time, third parties may assert claims of infringement of intellectual property rights against us. There can be no assurance that we will be successful in defending against these allegations or reaching a business resolution that is satisfactory to us. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our own patents may therefore provide little or no deterrence or protection. Many potential litigants, including some of our competitors and patent-holding companies, may now and in the future have significantly larger and more mature patent portfolios than us and have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third-party, even those without merit, could cause us to incur substantial costs defending against the claim, could
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distract our management from our business, and could require us to cease use of such intellectual property. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to settle such litigation on terms that are unfavorable to us. Similarly, we may be subject to an unfavorable judgment which may not be reversible or is not reversed upon appeal. The terms of such settlement or judgment may require us to pay substantial damages, royalties, or other fees, or subject us to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or from operating under our brand, each of which could adversely affect our business, results of operations, and financial condition. Even if third-party allegations of infringement do not result in litigation or are resolved in our favor or without significant expenses, the time and resources necessary to resolve them could harm our business, results of operations, financial condition, and reputation.

With respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to violate such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third-party does not offer us a license to its intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected offerings), effort, and expense and may ultimately not be successful. Any of these events could adversely affect our business, results of operations, and financial condition.

If we are unable to make acquisitions and investments, or if we are unable to successfully integrate them into our business, our business, results of operations, and financial condition could be adversely affected.

As part of our business strategy, we will continue to consider a wide array of potential strategic transactions, including acquisitions of, investments in, and organizations of new businesses, new technologies, services, and other assets and strategic investments that complement our business. We may evaluate target companies and make acquisitions in the future. There is no assurance that such businesses will be successfully integrated into our existing business or generate substantial revenue.

Acquisitions and investments involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations, including:

•intense competition for suitable acquisition targets, which could increase prices and adversely affect our ability to consummate deals on favorable or acceptable terms;
•failure or material delay in closing a transaction, including as a result of regulatory review and approvals;
•inadequacy of reserves for losses and loss expenses;
•quality of their data and underwriting processes;
•conditions imposed by regulatory agencies that make the realization of cost-savings through integration of operations more difficult;
•difficulties in obtaining regulatory approvals on our ability to be an acquirer;
•a need for additional capital that was not anticipated at the time of the acquisition;
•transaction-related lawsuits or claims;
•difficulties in integrating the technologies, operations, existing contracts, and personnel of an acquired company;
•difficulties in retaining key employees or business partners of an acquired company;
•diversion of financial and management resources from existing operations or alternative acquisition opportunities;
•failure to realize the anticipated benefits or synergies of a transaction;
•failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, accounting practices, or employee or user issues;
•risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business;
•theft of our trade secrets or confidential information that we share with potential acquisition candidates;
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•risk that an acquired company or investment in new offerings cannibalizes a portion of our existing business;
•adverse market reaction to an acquisition;
•significant attention from management and disruption to our business; and
•potential dilution in value to our stockholders.

If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, new technologies, services, and other assets and strategic investments, or if we fail to successfully integrate such acquisitions or investments, our business, results of operations, and financial condition could be adversely affected.

We may not be able to utilize a portion of our net operating loss carryforwards (“NOLs”) to offset future taxable income, which could adversely affect our net income and cash flows.

We are subject to federal and state income and non-income taxes in the United States. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating these taxes. Our effective tax rates could be affected by numerous factors, such as entry into new businesses and geographies, changes to our existing business and operations, acquisitions and investments and how they are financed, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles and interpretations. We are required to take positions regarding the interpretation of complex statutory and regulatory tax rules and on valuation matters that are subject to uncertainty, and the IRS or other tax authorities may challenge the positions that we take.

As of December 31, 2021, we had U.S. federal and state NOL carryforwards of approximately $373.8 million and $136.6 million, respectively, available to offset our future taxable income, if any, prior to consideration of annual limitations that may be imposed under Section 382 of the Code, or otherwise. Of our U.S. federal NOL carryforwards, $62.4 million of losses will begin to expire in 2035 and $311.4 million of losses can be carried forward indefinitely. Under the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act, U.S. federal NOL carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such NOL carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income.

We may be unable to fully use our NOL carryforwards, if at all. Under Section 382 of the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50 percentage point change, by value, in the corporation’s equity ownership by certain shareholders or groups of shareholders over a rolling three-year period), the corporation’s ability to use its pre-ownership change NOLs to offset its post-ownership change income may be limited. We have experienced two historical ownership changes (in 2016 and 2018) and we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, including as a result of the transaction with RTPZ, some of which may be outside of our control. If we undergo a future ownership change, we may be prevented from fully utilizing our NOL carryforwards existing at the time of the ownership change prior to their expiration. Future regulatory changes could also limit our ability to utilize our NOL carryforwards. To the extent we are not able to offset future taxable income with our NOL carryforwards, our net income and cash flows may be adversely affected.

Our expansion strategy will subject us to additional costs and risks and our plans may not be successful.

Our success depends in significant part on our ability to expand into additional markets. Currently, Spinnaker is licensed to write limited lines of business in 50 states and the District of Columbia, and Hippo Analytics Inc. is licensed as an insurance agency in 50 states and the District of Columbia. We have targeted writing homeowners business across all 50 states, but we cannot guarantee that we will be able to provide nationwide coverage in the near term or at all. As of March 31, 2022, our insurance program was approved to be sold in 37 states. Moreover, one or more states could revoke our license to operate or implement additional regulatory hurdles that could inhibit or limit our ability to obtain or maintain our license or grow our business in such states.

As we seek to expand, we may incur significant operating expenses, although our expansion may not be successful for a variety of reasons, including because of, among other things:
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•barriers to obtaining the required government approvals, licenses, or other authorizations, including seasoning or other limitations imposed by a state;
•failures in identifying and entering into joint ventures with strategic partners or entering into joint ventures that do not produce the desired results;
•challenges in, and the cost of, complying with various laws and regulatory standards, including with respect to the insurance business and insurance distribution, capital and outsourcing requirements, data privacy, tax and regulatory restrictions;
•competition from incumbents that already own market share, better understand the market, may market and operate more effectively, and may enjoy greater affinity or awareness; and
•differing demand dynamics, which may make our product offerings less successful.

Expansion into new markets will require additional investments by us in both securing regulatory approvals and marketing. These incremental costs may include hiring additional personnel, as well as engaging third-party service providers and other research and development costs. If we grow our geographic footprint or product offering at a slower rate than expected, our business, results of operations, and financial condition could be materially and adversely affected.

We are subject to payment processing risk.

We currently rely on a limited number of payment processing services, including the processing of payments from credit cards and debit cards, and our business would be disrupted if any of these vendors becomes unwilling or unable to provide these services to us and we are unable to find a suitable replacement on a timely basis. If we or our processing vendors fail to maintain adequate systems for the authorization and processing of credit card transactions, it could cause one or more of the major credit card companies to disallow our continued use of their payment products. In addition, if these systems fail to work properly and, as a result, we do not charge our customers’ credit cards on a timely basis or at all, our business, revenue, results of operations, and financial condition could be harmed.

The payment methods that we offer also subject us to potential fraud and theft by criminals, who are becoming increasingly more sophisticated, seeking to obtain unauthorized access to or exploit weaknesses that may exist in the payment systems. If we fail to comply with applicable rules or requirements for the payment methods we accept, or if payment-related data are compromised due to a breach of data, we may be liable for significant costs incurred by payment card issuing banks and other third parties or subject to fines and higher transaction fees, or our ability to accept or facilitate certain types of payments may be impaired. In addition, our customers could lose confidence in certain payment types, which may result in a shift to other payment types or potential changes to our payment systems that may result in higher costs. If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures, and significantly higher credit card-related costs, each of which could harm our business, results of operations, and financial condition.

We are exposed to risk through our captive reinsurer, RHS, which takes a share of the risk underwritten of affiliated and non-affiliated insurance carriers for business written through MGA.

In January 2020, the Company began assuming insurance risk of policies underwritten by Hippo through a wholly-owned Cayman domiciled insurance captive, RHS. We retain approximately 10% of the proportional premium through Spinnaker or RHS. However, given the adjustable features in our proportional reinsurance agreements, the percentage of risk retained will likely exceed the percentage of premium retained.

Because RHS is a Cayman domiciled insurance captive, it is subject to regulations and supervision imposed by the Cayman Islands. Noncompliance with applicable Cayman regulations may subject us to regulatory action or private litigation. Further, applicable laws, regulations, and administrative practices in the Cayman Islands may be subject to significant change, with or without notice, due to economic, political, and other conditions.

We are exposed to risk through our admitted and non-admitted insurance carriers, which underwrite insurance on behalf of our MGA and other non-affiliated general agents and managing general agents.

In September of 2020, the Company acquired Spinnaker Insurance Company. The Company has since formed a domestic surplus lines carrier that underwrites policies on surplus lines business. Carriers that are
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subsidiaries of the Company only write business on a program basis through our MGA and through other non-affiliated general agents and managing general agents. The Company could, in the future, form or acquire additional carriers. All unaffiliated programs written through our carriers are reinsured and, as a result, the Company’s carriers retain a limited amount of risk. We currently cede approximately 75% to 100% of the risk. However, because reinsurance includes limits and exclusions, may be subject to termination (including cutoff of certain liabilities at termination), and further may be subject to collection risk, the Company is subject to the risk that it will retain more risk than it anticipates.

Additionally, because insurance companies are highly regulated by their states of domicile and by each state in which it is authorized to do business, we are subject to regulatory action and private litigation. Further, applicable laws, regulations, and administrative practices in the one or more states in the United States in which we do business may be subject to significant change, with or without notice, due to economic, political, and other conditions.

Risks Related to Our Industry

The insurance business, including the market for homeowners’ insurance, is historically cyclical in nature, and we may experience periods with excess underwriting capacity and unfavorable premium rates, which could adversely affect our business.

Historically, insurance carriers writing homeowners insurance have experienced significant fluctuations in operating results due to competition, frequency and severity of catastrophic events, levels of capacity, adverse litigation trends, regulatory constraints, general economic conditions, and other factors. The supply of insurance is related to prevailing prices, the level of insured losses, and the level of capital available to the industry that, in turn, may fluctuate in response to changes in rates of return on investments being earned in the insurance industry. As a result, the homeowners insurance business historically has been a cyclical industry characterized by periods of intense price competition due to excessive underwriting capacity, as well as periods when shortages of capacity increased premium levels. Demand for insurance depends on numerous factors, including the frequency and severity of catastrophic events, levels of capacity, the introduction of new capital providers, and general economic conditions. All of these factors fluctuate and may contribute to price declines generally in the insurance industry.

We cannot predict with certainty whether market conditions affecting the homeowners’ insurance market and the insurance market in general will improve, remain constant, or deteriorate. Negative market conditions may impair our ability to underwrite insurance at rates we consider appropriate and commensurate relative to the risk assumed. Additionally, negative market conditions could result in a decline in policies sold, an increase in the frequency or severity of claims and premium defaults, and an uptick in the frequency of fraud, including the falsification of claims. If we cannot underwrite insurance at appropriate rates, our ability to transact business will be materially and adversely affected. Any of these factors could lead to an adverse effect on our business, results of operations and financial condition.

Our actual incurred losses may be greater than our loss and loss adjustment expense reserves, which could have a material adverse effect on our financial condition and results of operations.

Our financial condition and results of operations depend on our ability to accurately assess potential loss and loss adjustment expenses under the terms of the policies we underwrite for homeowners. Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what the expected ultimate settlement and administration of claims will cost, and the ultimate liability may be greater or less than the current estimate. In our industry, there is always the risk that reserves may prove inadequate, as it is possible for us to underestimate the cost of claims and claims administration.

We base our estimates on our assessment of known facts and circumstances, as well as estimates of future trends in claim severity, claim frequency, judicial theories of liability, and other factors. These variables are affected by both internal and external events that could increase our exposure to losses, including changes in the mix of customers and jurisdictions, changes in actuarial projections, claims handling procedures, inflation, severe weather, climate change, economic and judicial trends, and legislative changes. Increases in claims severity can be impacted by increased costs including construction costs, availability of supplies, and other economic factors; and by litigation trends and precedent. We regularly monitor reserves using new information on reported claims and a variety of
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statistical techniques to update our current estimate. Our estimates could prove to be inadequate, and this underestimation could have a material adverse effect on our financial condition.

Recorded claim reserves, including case reserves and incurred but not reported (“IBNR”) claims reserves, are based on our estimates of losses after considering known facts and interpretations of the circumstances, including settlement agreements. Additionally, models that rely on the assumption that past loss development patterns will persist into the future are used. Internal factors are considered, including our experience with similar cases, actual claims paid, historical trends involving claim payment patterns, pending levels of unpaid claims, loss management programs, product mix, contractual terms and changes in claim reporting, and settlement practices. External factors are also considered, such as court decisions, changes in law, and litigation imposing unintended coverage. We also consider benefits, such as disallowing the use of benefit payment schedules, requiring coverage designed to cover losses that occur in a single policy period to losses that develop continuously over multiple policy periods, or requiring the availability of multiple limits. Regulatory requirements and economic conditions are also considered.

Since reserves are estimates of the unpaid portion of losses that have occurred, including IBNR losses, the establishment of appropriate reserves, including reserves for catastrophes, is an inherently uncertain and complex process that is regularly refined to reflect current estimation processes and practices. The ultimate cost of losses may vary materially from recorded reserves, and such variance may adversely affect our results of operations and financial condition as the reserves and reinsurance recoverables are reestimated.

If any of our insurance reserves should prove to be inadequate for the reasons discussed above, or for any other reason, we will be required to increase reserves, resulting in a reduction in our net income and stockholders’ equity in the period in which the deficiency is identified. Future loss experience substantially in excess of established reserves could also have a material adverse effect on future earnings and liquidity and financial strength rating, which would affect our ability to attract new business or to retain existing customers.

We are subject to extensive insurance industry regulations.

Currently, Spinnaker is licensed to write limited lines of business in 50 states and the District of Columbia, and Hippo Analytics Inc. is licensed as an insurance agency in 50 states and the District of Columbia. We have targeted writing homeowners business across all 50 states, but we cannot guarantee that we will be able to provide nationwide coverage in the near term or at all. As of March 31, 2022, our insurance program is approved to be sold in 37 states.

Each U.S. state regulator retains the authority to license insurance producers and insurance companies in their states, and a producer or company generally may not operate in a state in which it is not licensed. Accordingly, we are not permitted to sell or underwrite insurance to residents of the remaining states and territories of the United States for lines or products for which we are not authorized, which is likely to put us at a disadvantage among many of our competitors that have been in business much longer than us and are licensed to sell their insurance products in most, if not all, U.S. jurisdictions.

Additionally, RHS is domiciled in Cayman, and as such noncompliance with applicable Cayman regulations may subject us to regulatory action or private litigation. Further, applicable laws, regulations, and administrative practices in the Cayman Islands may be subject to significant change, with or without notice, due to economic, political, and other conditions.

We are subject to extensive regulation and supervision in the states in which we transact business by the individual state insurance departments. This regulation is generally designed to protect the interests of consumers, and not necessarily the interests of insurers or producers, their shareholders, or other investors. Numerous aspects of our insurance business are subject to regulation, including, but not limited to, premium rates, mandatory covered risks, limitations on the ability to non-renew or to cancel or elect not to renew business, prohibited exclusions, licensing and appointment of agents, restrictions on the size of risks that may be insured under a single policy, reserves and provisions for unearned premiums, losses and other obligations, deposits of securities for the benefit of customers, investments and capital, policy forms and coverages, advertising and other conduct, including restrictions on the use of credit information and other factors in underwriting, as well as other production, underwriting and claims practices. To the extent we decide to expand our current product offerings to include other insurance products, this would subject us to additional regulatory requirements and scrutiny in each state in which we elect to
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offer such products. States have also adopted legislation defining and prohibiting unfair methods of competition and unfair or deceptive acts and practices in the business of insurance. Prohibited practices include, but are not limited to, misrepresentations, false advertising, coercion, disparaging other insurers, unfair claims settlement procedures, discrimination in the business of insurance, and offering illegal inducements in connection with insurance sales. Noncompliance with any of such state statute may subject us to regulatory action by the relevant state insurance regulator, and, in certain states, private litigation. States also regulate various aspects of the contractual relationships between insurers and licensed agents and brokers.

Such laws, rules, and regulations are usually overseen and enforced by the various state insurance departments, as well as through private rights of action and by state attorneys general. Such regulations or enforcement actions are often responsive to current consumer and political sensitivities, such as homeowners’ insurance rates and coverage forms, which may arise after a major event. Such rules and regulations may result in rate suppression, limit our ability to manage our exposure to unprofitable or volatile risks, or lead to fines, premium refunds, or other adverse consequences. The federal government also may regulate aspects of our businesses, such as the protection of consumer confidential information or the use of consumer insurance (credit) scores to underwrite and assess the risk of customers under the Fair Credit Reporting Act (“FCRA”). Among other things, the FCRA requires insurance companies to have a permissible purpose before obtaining and using a consumer report for underwriting purposes, as well as comply with related notice and recordkeeping requirements. Failure to comply with federal requirements under the FCRA or any other applicable federal laws would subject us to regulatory fines and other sanctions. In addition, given our short operating history to-date and rapid speed of growth, we are particularly vulnerable to regulators identifying errors in the policy forms we use, the rates we charge, and our customer communications. As a result of any such noncompliance, regulators could impose fines, rebates, or other penalties, including cease-and-desist orders for an individual state, or all states, until the identified noncompliance is rectified.

Our ability to retain state licenses depends on our ability to meet licensing requirements enacted or promulgated in each state (sometimes based on model laws and regulations developed by the NAIC), subject to significant variations across states. If we are unable to satisfy the applicable licensing requirements of any particular state, we could lose our license to do business in such state, which would result in the temporary or permanent cessation of our operations in that state. Alternatively, if we are unable to satisfy applicable state licensing requirements, we may be subject to additional regulatory oversight, have our license suspended, face monetary penalties, or be subject to seizure of assets. Any such events could adversely affect our business, results of operations or financial condition.

In addition, as a condition to writing business in certain states, insurance companies are often required to participate in various pools or risk sharing mechanisms or to accept certain classes of risk, regardless of whether such risks meet their underwriting requirements for voluntary business. Some states also limit or impose restrictions on the ability of an insurer to withdraw from certain classes of business. Certain states impose significant restrictions on a company’s ability to materially reduce its exposures, non-renew, or to withdraw from certain lines of business. State insurance departments can impose significant charges on an insurer in connection with a market withdrawal or refuse to approve withdrawal plans including on the grounds that they could lead to market disruption. Laws and regulations that limit cancellation and non-renewal of policies or that subject withdrawal plans to prior approval requirements may significantly restrict our ability terminate unprofitable risks or to exit unprofitable markets. Such actions and related regulatory restrictions may limit our ability to reduce our potential exposure including, but not limited to, catastrophe events such as hurricane-related losses.

A regulatory environment that requires rate increases and product forms to be approved and that can dictate underwriting practices and mandate participation in loss sharing arrangements may adversely affect our results of operations and financial condition.

From time to time, political events and positions affect the insurance market, including efforts to reduce rates to a level that may prevent us from being profitable or may not allow us to reach targeted levels of profitability. For example, if our loss ratio compares favorably to that of the industry, state or provincial regulatory authorities may impose rate rollbacks, require us to pay premium refunds to policyholders, or challenge or otherwise delay our efforts to raise rates even if the property and casualty industry generally is not experiencing regulatory challenges to rate increases. Such challenges affect our ability to obtain approval for rate changes that may be required to achieve targeted levels of profitability and returns on equity. In particular and by way of example, due to the COVID-19
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pandemic, state regulators and legislators are under increased political pressure to provide financial relief to policyholders through premium rebates or requiring insurers to pay claims arising from COVID-19 related losses, regardless of the applicable policy’s exclusions.

In addition, certain states have enacted laws that require an insurer conducting business in that state to participate in assigned risk plans, reinsurance facilities and joint underwriting associations. Certain states also require insurers to offer coverage to all consumers, often restricting an insurer’s ability to charge the price it might otherwise charge. In these markets, we may be compelled to underwrite significant amounts of business at lower-than-desired rates, possibly leading to an unacceptable return on equity. Laws and regulations of many states also limit an insurer’s ability to withdraw from one or more lines of insurance there, except pursuant to a plan that is approved by the state insurance department. Additionally, as addressed above, certain states require insurers to participate in guaranty funds for impaired or insolvent insurance companies. These funds periodically assess losses against all insurance companies doing business in the state. Our business, results of operations or financial condition could be adversely affected by any of these factors.

State insurance regulators impose additional reporting requirements regarding enterprise risk on insurance holding company systems, with which we must comply as an insurance holding company.

In the past decade, various state insurance regulators have increased their focus on risks within an insurer’s holding company system that may pose enterprise risk to the insurer. During the last approximately ten years, the NAIC adopted significant changes to the insurance holding company act and regulations (the “NAIC Amendments”). The NAIC Amendments are designed to respond to perceived gaps in the regulation of insurance holding company systems in the United States. One of the major changes is a requirement that an insurance holding company system’s ultimate controlling person submit annually to its lead state insurance regulator an “enterprise risk report” that identifies activities, circumstances or events involving one or more affiliates of an insurer that, if not remedied properly, are likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole. Other changes include requiring a controlling person to submit prior notice to its domiciliary insurance regulator of a divestiture of control, having detailed minimum requirements for cost sharing and management agreements between an insurer and its affiliates and expanding of the agreements between an insurer and its affiliates to be filed with its domiciliary insurance regulator.

The increasing adoption by states of cybersecurity regulations could impose additional compliance burdens on us and expose us to additional liability.

In response to the growing threat of cyber-attacks in the insurance industry, certain jurisdictions have adopted and others are considering new cybersecurity measures, including the adoption of cybersecurity regulations. On October 24, 2017, the NAIC adopted its Insurance Data Security Model Law, intended to serve as model legislation for states to enact in order to govern cybersecurity and data protection practices of insurers, insurance agents, and other licensed entities registered under state insurance laws. As of the summer of 2020, Alabama, Connecticut, Delaware, Indiana, Louisiana, Michigan, Mississippi, New Hampshire, Ohio, South Carolina, and Virginia have adopted versions of the NAIC Insurance Data Security Model Law, each with a different effective date, and other states may adopt versions of the NAIC Insurance Data Security Model Law in the future. Although we take steps to comply with financial industry cybersecurity regulations and believe we are materially compliant with their requirements, our failure to comply with new or existing cybersecurity regulations could result in regulatory actions and other penalties. In addition, efforts to comply with new or existing cybersecurity regulations could impose significant costs on our business, which could materially and adversely affect our business, financial condition or results of operations.

The COVID-19 pandemic has caused disruption to our operations and may negatively impact our business, key metrics, or results of operations in numerous ways that remain unpredictable.

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. Public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions and the adoption of remote working, may continue to impact our operations if our employees are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions. We continue to assess and update our business continuity plans in the context of this pandemic, including taking steps to help keep our employees healthy and safe. The spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations in certain cases and
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cancellation of physical participation in meetings, events and conferences and to increase our use of web-based solutions for business processes like meetings and working remote solutions).

Beginning in early March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic have severely impacted businesses worldwide, including many in the insurance sector. Insurers of travel, events or business interruption may continue to be directly and adversely affected by claims with respect to COVID-19 or the lock-down it engendered. Other insurers, in lines of business that are not directly impacted by COVID-19, may nevertheless be dependent on office-based brokers, in-person inspections, or teams that are poorly equipped to work from home — all of which can translate into value erosion. Finally, the broader financial crisis may continue to hurt insurers in other ways. With interest rates near all-time lows, we, along with many insurers, have seen a decline on the return on capital.

The COVID-19 pandemic is expected to continue to impact our loss ratios as homes are being used more intensively due to the remote working environment. Home infrastructure and equipment breakdown are occurring more frequently due to increased use. COVID-19 has delayed our recoverability of premiums where moratoriums have been imposed and has delayed the launch of some of our Hippo Home Care products.

Furthermore, the COVID-19 pandemic has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates. An economic slowdown of potentially extended duration or a global recession could result in an increase in fraudulent claims or a decrease in home sales, an increase in costs associated with claims under our policies, as well as an increase in the number of customers experiencing difficulty paying premiums, any of which could have a material adverse effect on our business and results of operations. Due to the speed with which the COVID-19 situation has developed and is continuing to develop, the global breadth of its spread, including the emergence of variants, the range of governmental and community health and safety measures in response to the pandemic, and wide variation in vaccine availability and uptake, uncertainty around the duration and ultimate impact of the pandemic persists, and the related financial impact on our business could change and cannot be accurately predicted at this time. For a further discussion of the effects of the COVID-19 pandemic on our business.

Severe weather events and other catastrophes, including the effects of climate change, global pandemics, and terrorism, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition.

Our homeowners’ insurance business is exposed to the risk of severe weather conditions and other catastrophes. Severe weather events include, but are not limited to, winter storms, tornadoes, hurricanes, rain, hail, and high winds. The incidence and severity of weather conditions are largely unpredictable. Catastrophes can be caused by various events, such as wildfires, tornadoes, tsunamis, hurricanes, tropical storms, earthquakes, windstorms, hailstorms, severe thunderstorms, fires, and other non-natural events such as explosions, civil unrest, terrorism or war. Additionally, seasonal weather patterns impact the level and amount of claims we receive. These patterns include hurricanes, wildfires and coastal storms in the fall, cold weather patterns and changing home heating needs in the winter, and tornados and hailstorms in the spring and summer. The mix of geographic exposure and products within our customer base impacts our exposure to these weather patterns and as we diversify our base of premium such that our exposure more closely resembles the industry exposure, we should see the impact of these events on our business more closely resemble the impact on the broader industry.

The incidence and severity of severe weather conditions and catastrophes are inherently unpredictable and the occurrence of one catastrophe does not render the possibility of another catastrophe greater or lower. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. In particular, severe weather and other catastrophes could significantly increase our costs due to a surge in claims following such events and/or legal and regulatory changes in response to catastrophes that may impair our ability to limit our liability under our policies. Severe weather conditions and catastrophes can cause greater losses for us, which can cause our liquidity and financial condition to deteriorate. Resulting reductions in our capital could materially adversely affect our ability to underwrite new or renew existing insurance policies. In addition, we may not be able to obtain reinsurance coverage at reasonable rates and in amounts or with coverages adequate to mitigate the risks associated with severe weather conditions and other catastrophes. While we only work with reinsurers whom we believe have acceptable credit, if our reinsurers are unable to pay for the claims for which they are responsible, we could be exposed to additional liability, which could have a material
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adverse effect on our business and results of operations. Catastrophic losses, such as the 2021 storms in Texas, may result in our insurance companies incurring losses greater than those experienced in prior years, the expected level of losses including modeled losses, and current reinsurance limits.

Climate change may affect the occurrence of certain natural events, such as an increase in the frequency or severity of snow, wind and thunderstorm events, and tornado or hailstorm events due to increased convection in the atmosphere; more frequent wildfires in certain geographies; higher incidence of deluge flooding and the potential for an increase in severity of the hurricane events due to higher sea surface temperatures. Additionally, climate change may cause an impact on the demand, price and availability of homeowners insurance and reinsurance coverages, as well as the value of our investment portfolio. Due to significant variability associated with future changing climate conditions, we are unable to predict the impact climate change will have on our business.

We expect our results of operations to fluctuate on a quarterly and annual basis. In addition, our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects.

Our revenue and results of operations could vary significantly from period to period and may fail to match expectations as a result of a variety of factors, some of which are outside of our control. Our results may vary as a result of fluctuations in the number of customers purchasing our insurance products and fluctuations in the timing and amount of our expenses. In addition, the insurance industry, and particularly homeowners’ insurance, are subject to their own cyclical trends and uncertainties, including extreme weather which is often seasonal and may result in volatility in claims reporting and payment patterns. Fluctuations and variability across the industry may affect our revenue. As a result of the potential variations in our revenue and results of operations, period-to-period comparisons may not be meaningful and the results of any one period should not be relied on as an indication of future performance. In addition, our results of operations may not meet the expectations of investors or public market analysts who follow us, which may adversely affect our stock price.

We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues and resulting fluctuations in our rate of growth as a result of insurance spending patterns. Specifically, our revenues may be proportionately higher in our third fiscal quarter due to the seasonality of when homeowners purchase and move into new homes, which historically occurs at higher rates in the months of July, August, and September. Accordingly, the amount of growth we experience may also be greater in the third quarter. As our business expands and matures, other seasonality trends may develop and the existing seasonality and customer behavior that we experience may change. Volatility in our key operating metrics or their rates of growth could have a negative impact on our financial results and investor perceptions of our business prospects and a failure to achieve our quarterly forecasts or to meet or exceed the expectations of research analysts or investors will cause our stock price to decline.

An overall decline in economic activity could have a material adverse effect on the financial condition and results of operations of our business.

The demand for property and casualty insurance generally rises as the overall level of household income increases and generally falls as household income decreases, affecting premiums, commissions and fees generated by our business. Some new accounts are sourced by referral sources tied to home closing transactions, and major slowdowns in the various housing markets we serve could impact our ability to generate new business. The economic activity that impacts property and casualty insurance is most closely correlated with employment levels, corporate revenue, and asset values.

Our results of operations and financial condition may be adversely impacted by environmental, social and governance (“ESG”) requirements.

Our financial and operational results could be impacted by emerging risk and changes to the regulatory landscape in areas like ESG requirements. While we closely monitor and respond to topics like social, environmental, and demographic changes that include longer lifespans, income and wealth inequalities, environmental challenges and opportunities to expand global access to the financial system across all segments of the population, updated and changing regulatory and societal environment requirements could impact financial and operational results.

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Changes and uncertainty in U.S. and non-U.S. legislation, policy or regulation regarding climate risk management or other ESG practices may result in higher regulatory costs, compliance costs and increased capital expenditures, and changes in regulations may impact security asset prices, resulting in realized or unrealized losses on our investments. Physical risks and transitional risks could increase the company’s cost of doing business and actual or perceived failure to adequately address ESG expectations of our various stakeholders could lead to a tarnished reputation and loss of customers and clients.

Our results of operations and financial condition may be adversely affected due to limitations in the analytical models used to assess and predict our exposure to catastrophe losses.

Along with others in the insurance industry, models developed internally and by third-party vendors are used along with our own historical data in assessing property insurance exposure to catastrophe losses. These models assume various conditions and probability scenarios; however, they do not necessarily accurately predict future losses or measure losses currently incurred. Further, the accuracy of such models may be negatively impacted by changing climate conditions, including increased weather severity patterns. Catastrophe models use historical information and scientific research about natural events, such as hurricanes and earthquakes, as well as detailed information about our in-force business. This information is used in connection with pricing and risk management activities. However, since actual catastrophic events vary considerably, there are limitations with respect to its usefulness in predicting losses in any reporting period. Other limitations are evident in significant variations in estimates between models, material increases and decreases in results due to model changes and refinements of the underlying data elements and actual conditions that are not yet well understood or may not be properly incorporated into the models.

Our insurance company subsidiaries are subject to minimum capital and surplus requirements, and failure to meet these requirements could subject us to regulatory action.

Our insurance company subsidiaries are subject to risk-based capital standards and other minimum capital and surplus requirements. The risk-based capital standards, based upon the Risk-based Capital Model Act developed by the NAIC and adopted in all states, including our insurance subsidiaries’ states of domicile, require our insurance company subsidiaries to report results of risk-based capital calculations to their domestic regulator. These risk-based capital standards provide for different levels of regulatory attention depending upon the ratio of an insurance company’s total adjusted capital, as calculated in accordance with the NAIC’s RBC formula, to its authorized control level risk-based capital. Authorized control level risk-based capital is determined using the NAIC’s risk-based capital formula, which measures the minimum amount of capital that an insurance company needs to support its overall business operations.

An insurance company with total adjusted capital that is less than 200% of its authorized control level risk-based capital is at a company action level, which would require the insurance company to file a risk-based capital plan that, among other things, contains proposals of corrective actions the company intends to take that are reasonably expected to result in the elimination of the company action level event. Additional action level events occur when the insurer’s total adjusted capital falls below 150%, 100%, and 70% of its authorized control level risk-based capital. The lower the percentage, the more severe the regulatory response, including, in the event of a mandatory control level event (total adjusted capital falls below 70% of the insurer’s authorized control level risk-based capital), placing the insurance company into receivership. As of March 31, 2022, Spinnaker Insurance Company’s risk-based capital ratio was well in excess of minimum statutory requirements.

In addition, our insurance company subsidiaries are required to maintain certain minimum capital and surplus and generally must keep their net written premiums within specified multiples of its surplus that regulators customarily view as prudent. The insurance company subsidiaries could exceed these ratios if their volume increases faster than anticipated or if their surplus declines due to catastrophe or non-catastrophe losses or excessive underwriting and operational expenses.

Any failure by our insurance company subsidiaries to meet the applicable risk-based capital or minimum statutory capital requirements or the writings ratio limitations regulators customarily use where we currently or may in the future conduct business could subject us to further examination or corrective action imposed by state regulators, including limitations on our writing of additional business, state supervision or liquidation.

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Any changes in existing risk-based capital requirements, minimum statutory capital requirements, or customary writings ratios may require us to increase our statutory capital levels, which we may be unable to do.

Our insurance company subsidiaries are subject to assessments and other surcharges from state guaranty funds and mandatory state insurance facilities, which may reduce our profitability.

The insurance laws of many states subject property and casualty insurers doing business in those states to statutory property and casualty guaranty fund assessments. The purpose of a guaranty fund is to protect customers by requiring that solvent property and casualty insurers pay the insurance claims of insolvent insurers. These guaranty associations generally pay these claims by assessing solvent insurers proportionately based on each insurer’s share of voluntary premiums written in the state. While most guaranty associations provide for recovery of assessments through subsequent rate increases, surcharges or premium tax credits, there is no assurance that insurers will ultimately recover these assessments, which could be material, particularly following a large catastrophe or in markets which become disrupted.

Maximum contributions required by law in any one year vary by state. We cannot predict with certainty the amount of future assessments because they depend on factors outside our control, such as insolvencies of other insurance companies. Significant assessments could have a material adverse effect on our financial condition and results of operations.

Performance of our investment portfolio is subject to a variety of investment risks that may adversely affect our financial results.

Our results of operations depend, in part, on the performance of our investment portfolio. We seek to hold a diversified portfolio of investments in accordance with our investment policy and routinely reviewed by our investment committee. However, our investments are subject to general economic and market risks as well as risks inherent to particular securities.

Our primary market risk exposures are to changes in interest rates and overall debt markets given that a majority of our portfolio is invested in debt securities, treasury bills, municipal bonds and mortgage- and asset-backed securities. We have limited exposure to equities but may in the future increase our portfolio’s allocation to equities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosure About Market Risk.” In recent years, interest rates have been at or near historic lows. A protracted low interest rate environment would continue to place pressure on our net investment income, particularly as it relates to fixed income securities and short-term investments, which, in turn, may adversely affect our operating results. Future increases in interest rates could cause the values of our fixed income securities portfolios to decline, with the magnitude of the decline depending on the duration of securities included in our portfolio and the amount by which interest rates increase. Some fixed income securities have call or prepayment options, which create possible reinvestment risk in declining rate environments. Other fixed income securities, such as mortgage-backed and asset-backed securities, carry prepayment risk or, in a rising interest rate environment, may not prepay as quickly as expected.

The value of our investment portfolio is subject to the risk that certain investments may default or become impaired due to deterioration in the financial condition of one or more issuers of the securities we hold, or due to deterioration in the financial condition of an insurer that guarantees an issuer’s payments on such investments. Downgrades in the credit ratings of fixed maturities also have a significant negative effect on the market valuation of such securities.

Such factors could reduce our net investment income and result in realized investment losses. Our investment portfolio is subject to increased valuation uncertainties when investment markets are illiquid. The valuation of investments is more subjective when markets are illiquid, thereby increasing the risk that the estimated fair value (i.e., the carrying amount) of the securities we hold in our portfolio does not reflect prices at which actual transactions would occur.

We may also invest in marketable equity securities. These securities are carried on the balance sheet at fair market value and are subject to potential losses and declines in market value.

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Risks for all types of securities are managed through the application of our investment policy, which establishes investment parameters that include, but are not limited to, maximum percentages of investment in certain types of securities and minimum levels of credit quality, which we believe are within applicable guidelines established by the NAIC.

Although we seek to preserve our capital, we cannot be certain that our investment objectives will be achieved, and results may vary substantially over time. In addition, although we seek to employ investment strategies that are not correlated with our insurance and reinsurance exposures, losses in our investment portfolio may occur at the same time as underwriting losses and, therefore, exacerbate the adverse effect of the losses on us.

Unexpected changes in the interpretation of our coverage or provisions, including loss limitations and exclusions in our policies, could have a material adverse effect on our financial condition and results of operations.

There can be no assurances that specifically negotiated loss limitations or exclusions in our policies will be enforceable in the manner we intend. As industry practices and legal, judicial, social, and other conditions change, unexpected and unintended issues related to claims and coverage may emerge. While these limitations and exclusions help us assess and mitigate our loss exposure, it is possible that a court or regulatory authority could nullify or void a limitation or exclusion, or legislation could be enacted modifying or barring the use of such limitations or exclusions. These types of governmental actions could result in higher than anticipated loss and loss adjustment expenses, which could have a material adverse effect on our financial condition or results of operations. In addition, court decisions, such as the 1995 Montrose decision in which the California Supreme Court eliminated long standing coverage limitations by a narrow reading of policy exclusions. In these cases, insurers are required to create and write new exclusions to establish the intended coverage. These types of cases and the issues they raise may adversely affect our business by either broadening coverage beyond our underwriting intent or by increasing the frequency or severity of claims. In some instances, these changes may not become apparent until sometime after we have issued insurance contracts that are affected by the changes. As a result, the full extent of liability under our insurance contracts may not be known for many years after a contract is issued.

Risks Related to Ownership of Our Common Stock

There may not be an active trading market for our common stock, which may make it difficult to sell shares of our common stock, and there can be no assurance that the Company will be able to comply with the continued listing standards of such exchange.

We have listed Hippo Holdings Inc.’s common stock and Hippo Holdings Inc.’s warrants on the NYSE under the symbols “HIPO” and “HIPO.WS,” respectively. However, it is possible that an active trading market will not develop or, if developed, that any market will not be sustained. This would make it difficult for you to sell shares of our common stock at an attractive price or at all.

The market price of our common stock and warrants may be highly volatile, which could cause the value of your investment to decline.

Even if an active trading market develops, the trading price of our common stock could be volatile, and you could lose all or part of your investment. The following factors, in addition to other factors described in this “Risk Factors” section, may have a significant impact on the market price of our common stock:

•the occurrence of severe weather conditions and other catastrophes;
•our operating and financial performance, quarterly or annual earnings relative to similar companies;
•publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations, or withdrawal of research coverage by securities analysts;
•the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
•announcements by us or our competitors of acquisitions, business plans or commercial relationships;
•any major change in our board of directors or senior management, including the departure of our CEO;
•sales of our common stock by us, our directors, executive officers, principal shareholders, our CEO and/or the PIPE Investors, or expectations of such sales given the release of shares from applicable lock-ups over time;
•adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
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•short sales, hedging and other derivative transactions in our common stock;
•exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, foreign exchange rates and performance of insurance-linked investments;
•our creditworthiness, financial condition, performance, and prospects;
•changes in the fair values of our financial instruments (including certain warrants assumed in connection with the Business Combination);
•our dividend policy and whether dividends on our common stock have been, and are likely to be, declared and paid from time to time;
•perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;
•regulatory or legal developments;
•changes in general market, economic, and political conditions;
•conditions or trends in our industry, geographies, or customers;
•changes in accounting standards, policies, guidance, interpretations or principles;
•the impact of the COVID-19 pandemic on our management, employees, partners, customers, operating results, and the general market and economy; and
•threatened or actual litigation or government investigations.

In addition, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, results of operations or prospects. Any adverse determination in litigation could also subject us to significant liabilities.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our markets, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could materially decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our markets, or our competitors. We cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price could materially decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to materially decline.

Some provisions of our Certificate of Incorporation and Bylaws and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and they may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our Certificate of Incorporation and Bylaws, as well as provisions of the Delaware General Corporation Law (“DGCL”), could make it more difficult for a third-party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions include:

•our board of directors is classified into three classes of directors with staggered three-year terms, and directors are only able to be removed from office for cause;
•nothing in our Certificate of Incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock;
•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;
•our stockholders are only able to take action at a meeting of stockholders and not by written consent;
•only our chairman of the board of directors, our chief executive officer, our president, or a majority of the board of directors are authorized to call a special meeting of stockholders;
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•no provision in our Certificate of Incorporation or Bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates;
•certain amendments to our Certificate of Incorporation requires the approval of two-thirds of the then outstanding voting power of our capital stock;
•our Bylaws provide that the affirmative vote of two-thirds of the then-outstanding voting power of our capital stock, voting as a single class, is required for stockholders to amend or adopt any provision of our Bylaws;
•our Certificate of Incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and
•certain litigation against us can only be brought in Delaware.

Our Certificate of Incorporation states that we shall not engage in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

•the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors prior to the time that the stockholder became an interested stockholder;
•upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Applicable insurance laws may make it difficult to effect a change of control.

Under applicable state insurance laws and regulations, no person may acquire control of a domestic insurance company until written approval is obtained from the state insurance commissioner on the proposed acquisition. Such approval would be contingent upon the state insurance commissioner’s consideration of a number of factors including, among others, the financial strength of the proposed acquiror, the acquiror’s plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control. For example, pursuant to both the Illinois Holding Company Act and the Texas Holding Company Act, a person must either (a) seek regulatory approval from the Director or Commissioner of each state’s insurance regulatory authority prior to acquiring direct or indirect “control” of a domestic insurer by filing a “Form A” application, or (b) obtain an exemption from such requirement from the relevant Director or Commissioner if the transaction does not result in the actual change of “control” as defined in the state’s Holding Company Act. We cannot predict with certainty whether a state will approve applications for exemptions or the timing of such decisions by the states, or whether regulators may impose conditions on or in connection with these applications that might be considered burdensome in nature. If a state insurance regulatory authority were to deny an application for an exemption, we would be required to seek the prior approval of the regulatory authority of the transaction pursuant to a Form A filing. These requirements may discourage potential acquisition proposals and may delay, deter, or prevent a change of control of our insurance company subsidiary, including through transactions that some or all of the stockholders might consider to be desirable.

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Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our Certificate of Incorporation provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, employees or agents, (iii) any action asserting a claim against us arising under the DGCL, (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Notwithstanding the foregoing, the Certificate of Incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Similarly, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

These provisions may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in the Certificate of Incorporation to be inapplicable or unenforceable in such action.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

•any breach of the director’s duty of loyalty to the corporation or its stockholders;
•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•unlawful payments of dividends or unlawful stock repurchases or redemptions; or
•any transaction from which the director derived an improper personal benefit.

Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our Bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our Bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered and expect to continue to enter into agreements to indemnify our directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in connection with any action, proceeding or investigation. We believe that these certificate of incorporation and bylaws provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

While we maintain directors’ and officers’ liability insurance, such insurance may not be adequate to cover all liabilities that we may incur, which may reduce our available funds to satisfy third-party claims and may adversely impact our cash position.

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Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

•be required to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
•be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;
•be exempt from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); and
•be exempt from certain disclosure requirements of the Dodd-Frank Act relating to compensation of its executive officers and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act.

We currently intend to take advantage of each of the exemptions described above. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our common stock less attractive as a result, which may result in a less active trading market for our common stock and higher volatility in our stock price. We could be an emerging growth company for up to five years after this transaction. We cannot predict if investors will find our common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common stock.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Although we are required to disclose changes made in our internal controls and procedures on a quarterly basis, we are not required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. As an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of (i) the year following our first annual report required to be filed with the SEC or (ii) the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, or operating.

As a private company, we did not have any internal audit function. To comply with the requirements of being a public company, we have undertaken various actions, and will need to take additional actions, such as implementing numerous internal controls and procedures and hiring additional accounting or internal audit staff or consultants. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected. We could also become subject to investigations by the SEC, the stock exchange on which our securities are listed or other regulatory authorities, which could require additional financial and management resources. In
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addition, if we fail to remedy any material weakness, our financial statements could be inaccurate, and we could face restricted access to capital markets.

We depend on the ability of our subsidiaries to transfer funds to us to meet our obligations, and our insurance company subsidiaries’ ability to pay dividends to us is restricted by law.

We are a holding company that transacts a majority of our business through operating subsidiaries. Our ability to meet our operating and financing cash needs depends on the surplus and earnings of our subsidiaries, and upon the ability of our insurance subsidiaries to pay dividends to us.

Payments of dividends by our insurance company subsidiaries are restricted by state insurance laws, including laws establishing minimum solvency and liquidity thresholds. The limitations are based on income and surplus determined in accordance with statutory accounting principles, not GAAP. The jurisdictions in which our current insurance company subsidiaries are domiciled impose certain restrictions on the ability of our insurance company subsidiaries to pay dividends to its parent. These restrictions are based, in part, on the prior year’s statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid by giving prior notice to regulators. Dividends in larger amounts, or extraordinary dividends, are subject to a thirty-day prior notice period unless the insurance commissioner of the relevant state of domicile approves the dividend during that prior notice period. Under the insurance laws of Illinois and Texas, an extraordinary dividend or distribution is defined as a dividend or distribution that, together with other dividends and distributions made within the preceding 12 months, exceeds the greater of (1) 10% of the insurer’s surplus as regards policyholders as of the preceding December 31 and (2) net income for the 12-month period ending the preceding December 31. In addition, dividends may be paid only from earned surplus of the insurance company.

In addition, our insurance company subsidiaries could be subject to contractual restrictions in the future, including those imposed by indebtedness we may incur in the future. Our insurance company subsidiaries may also face competitive pressures in the future to maintain insurance financial stability or strength ratings. These restrictions and other regulatory requirements would affect the ability of our insurance company subsidiaries to make dividend payments, and we may not receive dividends in the amounts necessary to meet our obligations.

We do not currently expect to pay any cash dividends.

We do not currently expect to pay any cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our results of operations (including our ability to generate cash flow in excess of expenses and our expected or actual net income), liquidity, cash requirements, financial condition, retained earnings and collateral and capital requirements, general business conditions, contractual restrictions, legal, tax and regulatory limitations, the effect of a dividend or dividends upon our financial strength ratings, and other factors that our board of directors deems relevant.

Because we are a holding company and all of our business is conducted through our subsidiaries, dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash to fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any of our future debt or preferred equity securities or our subsidiaries. Accordingly, if you purchase shares of our common stock in this transaction, realization of a gain on your investment will depend on the appreciation of the price of shares of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, and the listing standards of NYSE, may strain our resources, increase our costs, and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner. In addition, key members of our management team have limited experience managing a public company.

As a public company, we are subject to the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act and the listing standards of the NYSE. These requirements place a strain on our management, systems and resources, and we have incurred and will continue to incur significant legal,
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accounting, insurance, and other expenses that we did not incur as a private company. The Exchange Act will require us to file annual, quarterly, and current reports with respect to our business and financial condition within specified time periods and to prepare a proxy statement with respect to our annual meeting of stockholders. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures, and internal controls over financial reporting. The NYSE requires that we comply with various corporate governance requirements. To maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, and comply with the Exchange Act and NYSE requirements, significant resources and management oversight is required. This may divert management’s attention from other business concerns and lead to significant costs associated with compliance, which could have a material adverse effect on us and the price of our common stock.

We expect these reporting and corporate governance rules and regulations to continue to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or its committees or as our executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of these costs. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action, and potentially civil litigation.

Many members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, results of operations and financial condition.

Sales of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could significantly reduce the market price of our common stock and impair our ability to raise adequate capital through the sale of additional equity securities.

Upon the closing of the Business Combination, we entered into lock-up agreements (the “Lock-Up Agreements”) with each of (i) the Company Directors and Officers and (ii) the Major Company Equityholders (each as defined in the Agreement and Plan of Merger, dated as of March 3, 2021, entered into in connection with the Business Combination). Pursuant to the Lock-Up Agreements and the Sponsor Agreement, dated March 3, 2021, by and between RTPZ and Old Hippo, as amended and modified from time to time (the “Sponsor Agreement”), after the consummation of the Business Combination and subject to certain exceptions, the Sponsor (as defined in the Sponsor Agreement), Company Directors and Officers, and the Major Company Equityholders are contractually restricted from selling or transferring any of their shares of Hippo Holdings Inc. common stock (other than shares purchased in the public market or pursuant to the subscription agreements, dated as of March 3, 2021, between RTPZ and certain institutional and accredited investors (the “PIPE Investment”) and the shares of Hippo Holdings Inc. common stock issuable to the Company Directors and Officers upon settlement or exercise of Hippo Holdings Inc. options or other equity awards outstanding as of immediately following the closing of the Business Combination (the “Lock-up Shares”). We may permit the Sponsor, the Company Directors and Officers, and/or the Major Company Equityholders to sell shares prior to the expiration of the Lock-Up Agreements or the Sponsor Agreement at any time in our sole discretion. Sales of these shares, or perceptions that they will be sold, could cause the trading price of our common stock to decline. After the Lock-Up Agreements and/or the Sponsor Agreement expire, as applicable, the Lock-up Shares will be eligible for sale in the public market. If these additional shares of Hippo Holdings Inc. common stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.
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Warrants are exercisable for Hippo Holdings Inc. common stock, which increases the number of shares eligible for future resale in the public market and could result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of 9,000,000 shares of Hippo Holdings Inc. common stock are exercisable in accordance with the terms of the Warrant Agreement, dated as of November 18, 2020, by and between RTPZ and the warrant agent named therein, as amended (the “Warrant Agreement”). Under the terms of the Warrant Agreement, these warrants became exercisable 12 months from the closing of RTPZ’s initial public offering, or on November 23, 2021. The exercise price of these warrants is $11.50 per share. To the extent such warrants are exercised, additional shares of Hippo Holdings Inc. common stock will be issued, which will result in dilution to the holders of Hippo Holdings Inc. common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Hippo Holdings Inc. common stock. However, there is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding warrants not held by the Sponsor or its permitted transferees for cash at any time prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of Hippo Holdings Inc. common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force the warrant holder to: (i) exercise warrants and pay the exercise price at a time when it may be disadvantageous to do so; (ii) sell warrants at the then-current market price when the holder might otherwise wish to hold the warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of the warrants. The Sponsor has agreed, in addition to the existing exercise provisions in the Warrant Agreement, to exercise certain warrants if (a) Hippo Holdings Inc. elects to redeem the warrants not held by the Sponsor or its permitted transferees, (b) the Reference Value exceeds $25.00 per share, and (c) there is an effective registration statement covering the issuance of shares of Hippo Holdings Inc. common stock issuable upon exercise of the warrants held by the Sponsor or its permitted transferees, and a current prospectus relating thereto, available at the time of such exercise.

In addition, we have the ability to redeem the outstanding warrants (including the warrants held by the Sponsor or its permitted transferees if the Reference Value is less than $18.00 per share) for shares of Hippo Holdings Inc. common stock at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of Hippo Holdings Inc. common stock determined based on the redemption date and the fair market value of our Hippo Holdings Inc. common stock. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.361 shares of Hippo Holdings Inc. common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Statement”).
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Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 4,600,000 public warrants and 4,400,000 private placement warrants and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our consolidated balance sheet are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly, based on factors that are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION

On February 24, 2022, Spinnaker, a wholly owned subsidiary of Hippo Holdings Inc., entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Elevate Sabine Investors LP (the “Seller”). The Purchase Agreement was amended effective March 24, 2022 (the “Amendment” and, together with the Purchase Agreement, the “Agreement”). Pursuant to the Agreement, Spinnaker will purchase from the Seller certain real property, improvements and personal property located at 701 E. 5th Street, Austin, Texas 78701, as well as Seller’s interest in and to certain leases and other agreements, licenses, permits and approvals as set forth in the Agreement (together, the “Property”). The Property will be used as office space for employees of Hippo Holdings Inc. and affiliated companies.

Subject to certain prorations and adjustments as provided for in the Agreement, the purchase price for the Property will be approximately $30.0 million in cash due at closing. Spinnaker deposited $2.0 million into escrow in February 2022. The Agreement was terminable by Spinnaker in Spinnaker’s sole discretion and without cause until April 21, 2022. The Agreement contains customary representations and warranties, covenants, closing conditions and termination provisions.

Hippo Analytics Inc., an affiliate of Hippo Holdings Inc., is currently party to a lease agreement with the Seller to occupy a portion of the Property once it is fully built and ready to occupy. The future minimum rental payments for the leased space total $11.7 million.

The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement and the Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

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ITEM 6. EXHIBITS
Exhibit NumberDescription
10.1
10.2
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document*
101.SCH    XBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document*
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Filed herewith.
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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 thereunto duly authorized on May 16, 2022.


HIPPO HOLDINGS INC.
By:/s/ Assaf Wand
Name:Assaf Wand
Title:Chief Executive Officer
By:/s/ Stewart Ellis
Name:Stewart Ellis
Title:Chief Financial Officer
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Exhibit 10.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”), is entered into as of February 24, 2022 (the “Effective Date”) by and between Spinnaker Insurance Company, an Illinois licensed insurance company (“Buyer”), and Elevate Sabine Investors LP, a Texas limited partnership (“Seller”).

1.Background.

Seller is the owner of an office building development (the “Office Building Development”) commonly known as Waterloo Central which is located at 701 E. 5th Street, Austin, Texas 78701 in Travis County, Texas. Buyer has expressed an interest in purchasing the Office Building Development on the terms provided in this Agreement, and Seller has agreed to sell the Office Building Development to Buyer on such terms.

2.Agreement to Purchase.

(A)Subject to the terms and provisions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, all of the following property (collectively, the “Property”):

(1)The tract or tracts of land described on Exhibit A to this Agreement and all related rights, hereditaments, benefits, privileges, tenements, appurtenances and easements pertaining to or benefitting or pertaining to such land, if any, and all right, title and interest of Seller in and to all adjacent sidewalks, streets, waterways, alleys or rights-of-way and any strips or gores between the land and abutting or adjacent properties (collectively, the “Land”).

(2)All buildings, structures, parking areas, and other improvements located on the Land (collectively, the “Improvements”) (the Land and the Improvements are hereinafter collectively referred to as the “Real Property”).

(3)All of Seller’s right, title and interest, in and to all of the furniture, appliances, personal property, machinery, apparatus, equipment, and other tangible personal property and fixtures located on the Real Property or used in the ownership, operation, repair and maintenance of the Real Property (excluding, however, tangible personal property and fixtures of the Improvements which are owned by tenants or which may be removed by tenants under the terms of their leases), including, without limitation, those items as set forth on Exhibit B attached hereto (collectively, the “Personal Property”). The Personal Property to be conveyed is subject to reasonable depletions, replacements and additions in the ordinary course of Seller’s business.

(4)All of Seller’s right, title and interest, in and to all of the leases, subleases, franchises, licenses, occupancy agreements or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to, the Real Property, including, without limitation, those leases (the “Existing Leases”) identified on the Schedule of Leases and Security Deposits attached hereto as Exhibit C (the “Rent Roll”), and any New Leases (hereinafter defined) entered into pursuant to Section 10(B), below, which as of the Closing Date (hereinafter defined) affect all or any portion of the Real Property (together with all amendments, addenda, modifications and supplements thereto, collectively, the “Leases”), the Security Deposits (hereinafter defined) listed on the Rent Roll attached hereto as Exhibit C with respect to any such Leases and all rents prepaid for any period subsequent to the Closing Date.

(5)(i) The Parking Agreement To Use The Austin Convention Center Parking Garage dated effective as of August 1, 2021 by and between the City of Austin, a municipal corporation of
PURCHASE AND SALE AGREEMENT – Page 1

the State of Texas, acting by and through the Director or his/her designee of the Austin Convention Center Department, and Seller, for Seller or Seller’s tenants to park in 5 spaces at the garage located at 601 E 5th St., Austin, Texas 78701 in Travis County, Texas (the “City Parking Lease”), and (ii) the Monthly Parking Agreement, dated effective April 27, 2021, by and between Parking Management Company, LLC, and Seller, for Seller or Seller’s tenants to park in 100 spaces at the garage located at 500 N. Interstate 35, Austin, Texas 78701 in Travis County, Texas (the “Hilton Garden Inn Downtown Parking Lease”, and together with the City Parking Lease, the “Parking Lease”). At Closing, Seller will deliver Parking Leases with an aggregate of at least 100 spaces available.

(6)All right, title and interest of Seller in, to and under all Accepted Service Contracts (hereinafter defined), including, without limitation, certain of those items as set forth on Exhibit D attached hereto.

(7)All of Seller’s right, title and interest, in and to all warranties, indemnities and guarantees of any kind whatsoever, express or implied, issued or arising in connection with or relating to the Improvements or the Personal Property which remain in effect as of the Closing Date, if any, including, without limitation, those items as set forth on Exhibit E attached hereto, which include any of same (a) under any construction contracts, written or oral, and as modified or supplemented from time to time (collectively, the “Construction Contracts”), with any general contractor or subcontractor, of any tier whatsoever (collectively, the “Construction Contractors”), (b) under any contracts, written or oral, and as modified or supplemented from time to time (collectively, the “Design Contracts”), with any architect, design professional, engineer, planner, construction manager or supervisor, decorator, stylist, consultant, or any other person or entity with whom Seller contracted for the providing of planning, design, architectural, engineering or other similar services relating to the Improvements (collectively, the “Design Consultants”), or
(c) under any contracts, written or oral, and as modified or supplemented from time to time (collectively, the “Materials Contracts”), related to any materials, whether or not same were specially fabricated (collectively, the “Materials”), (all of the foregoing, collectively, the “Warranties”).

(8)All of Seller’s right, title and interest in and to (a) written licenses, permits, governmental building inspection approvals, certificates of occupancy, and entitlements issued, approved or granted by any applicable governmental authorities in connection with the Real Property, (b) written covenants, conditions and restrictions, reciprocal easement agreements, area easement agreements and other common or planned development agreements or documents affecting the Real Property, and (c) written licenses, consents, easements, rights of way and approvals obtained from private parties to make use of utilities, parking rights, open spaces, density rights, uses, quotas or allotments, or to provide vehicular and pedestrian ingress and egress for the Real Property, all if and to the extent transferrable without third party consent or any additional cost or liability to Seller that is not reimbursed, prorated or indemnified pursuant to this Agreement (collectively, the “Approvals”).

(9)All of Seller’s right, title and interest, in and to any intangible personal property, including, without limitation, (1) any marketing materials, including printing styles, logos and photographs of the Office Building Development, (2) the plans and specifications, and all other architectural and engineering drawings for the Improvements, if any, (3) telephone numbers and exchanges, email addresses associated with “Waterloo Central Office Building” or “Waterloo Central”, and phone numbers and internet addresses (including domain names and all social media accounts maintained by Seller, its affiliates or property manager in connection with the Real Property, including, without limitation, the URL designated for the Office Building Development,

PURCHASE AND SALE AGREEMENT – Page 2


and all assignable user names and password account information necessary and controlling said social media accounts), (4) any trade names, trademarks and service marks related to the Real Property, the Improvements or the name “Waterloo Central Office Building” or “Waterloo Central,” (5) deposits with respect to utility services to the Land or the Improvements or any part thereof, or refundable or reimbursable tap or connection fees, and (6) any commitment fees or development fees, impositions or contributions, local, state or federal tax benefits, incentives, deferrals or waivers, or any other economic or financial benefit or incentive by any governmental or taxing authority, of any kind or character whatsoever of any of the foregoing (collectively, the “Intangible Personal Property”). In regards to photographs and graphics provided as part of the Intangible Personal Property, such items shall be delivered in digital form and in the highest resolution available to Seller without additional costs.

(B)“Service Contracts” means all contracts, agreements, licenses, leases (such as a telecommunications agreement) or easements to which Seller or its property manager acting on behalf of Seller is a party relating to the ownership, operation, tenant amenities, maintenance or management of the Real Property set forth on Exhibit D hereto, except any property management agreement between Seller and its property manager, if any, which Seller will terminate at Closing (hereinafter defined), at no cost to Buyer. As used in this Agreement, “Accepted Service Contracts” means the Service Contracts listed on Schedule 1.

(C)Despite anything in this Agreement to the contrary, the following assets will be excluded from the Property to be conveyed in connection with the Transaction and will be retained by Seller: (i) computer software; (ii) rights to any websites, other than as specifically set forth herein; (iii) any furniture, equipment, appliances or other personal property owned by tenants or other third parties; and (iv) items of personal property or intangible property owned by Seller or its property manager and used in connection with the Real Property, Personal Property, Existing Leases or Leases and the business related to same as part of Seller’s or its property managers administrative office’s integrated systems of ownership, management and/or operations of office building developments or projects, such as, by way of example and without limitation, computer and phone system software, corporate licenses, and management and financial reporting systems and software, websites, Uniform Resource Locator/URL and email addresses.

(D)The conveyance and transfer of the Property contemplated by this Agreement is referred to in this Agreement as the “Transaction”.

3.Purchase Price.

The purchase price to be paid by Buyer for the Property (the “Purchase Price”) is Thirty Million One Hundred Thousand and No/100 Dollars ($30,100,000.00). The Purchase Price, subject to other adjustments and prorations provided herein, shall be paid by Buyer to Seller in cash or other immediately available funds at Closing. Despite the foregoing, Buyer, at its option in its sole and absolute discretion, may increase the Purchase Price by both or either of (i) any Tenant’s Contribution, as defined in the Hippo Lease, as defined in Section 18 hereof, or (ii) any amounts that Buyer paid for change orders for the tenant improvements under the Hippo Lease, and such past or future payments actually paid by Buyer for such Tenant’s Contribution or change orders shall be treated as payments of and credits against such corollary increases in the Purchase Price.

4.Earnest Money.

Buyer shall deposit Two Million and No/100 Dollars ($2,000,000.00) of earnest money (the “Earnest Money”) with Stewart Title of Austin, LLC (“Title Agent”), whose address is 901 S. Mopac Expressway, Building III, Suite 100, Austin, Texas 78746, Attn: Shawna Fletcher/Michelle Perales, Email:

PURCHASE AND SALE AGREEMENT – Page 3


shawna.fletcher@stewart.com/mperales@rigbyslack.com, Phone: (512) 472-9231/(512) 782-2048, no later than 5:00 p.m. Austin, Texas time within three (3) business days (as defined below) after the Effective Date. If Buyer fails to timely deposit the Earnest Money in accordance with this Section 4, Seller shall have the right to terminate this Agreement prior to Buyer’s deposit of the Earnest Money by delivering written notice to Buyer and neither Buyer nor Seller shall have any further obligations except for those that specifically survive a termination hereunder. The Earnest Money is not refundable to Buyer, except as otherwise provided in this Agreement. The Earnest Money will be invested in an interest-bearing account with a depository chosen by Buyer and acceptable to the Title Agent, and the interest earned on the Earnest Money shall become a part of the Earnest Money and shall be reported as income to Buyer. The Earnest Money will be applied as a credit against the Purchase Price if Closing occurs or otherwise disbursed to Seller or Buyer in accordance with the provisions of this Agreement. Except as expressly provided in this Agreement, despite any other provision of this Agreement, if this Agreement and the Transaction is terminated and Buyer is entitled to a refund of the Earnest Money, then, in such event, One Hundred and No/100 Dollars ($100.00) of the Earnest Money will be non-refundable (the “$100 Independent Consideration”) and will be paid over to and retained by Seller as independent consideration for the execution and delivery of this Agreement and for the inspection rights granted to Buyer herein. Except as expressly provided in this Agreement, Buyer hereby acknowledges that any refund of the Earnest Money provided in this Agreement shall be reduced by the foregoing $100 Independent Consideration. In any of the immediately foregoing events, the Title Agent shall promptly pay and deliver by wire transfer to Buyer the Earnest Money and to Seller the $100 Independent Consideration.

5.Closing.

(A)The purchase of the Property will be completed through an escrow to be opened upon the deposit with the Title Agent of a copy of this Agreement executed by Buyer and Seller. Closing will take place on or before 2:00 p.m. Austin, Texas time on the date which is fifteen (15) days after Final Completion, as defined below (the “Closing Date”). As used in this Agreement, the term “Closing” means the execution and delivery of the documents described in Sections 5(B), (C) and (D) in accordance with the terms of those Sections and payment to Seller of the Purchase Price (net of adjustments allowed by this Agreement). In the event that, in its sole discretion and option, Buyer desires to close the Transaction on a day prior to the Closing Date described immediately above in this section, Buyer shall provide written notice to Seller and Title Agent at least five (5) business days prior to the Buyer’s chosen accelerated Closing Date to allow Seller and Title Agent to comply with their respective Closing obligations. The Seller shall not be deemed to be in default if the Seller diligently pursues completion of its Closing obligations upon notice of Buyer’s proposed accelerated Closing Date and such Closing Date shall be adjusted as necessary (for sake of clarity, the Closing shall not occur until Seller is able to satisfy all of its Closing obligations). Seller shall not have any right to accelerate the Closing Date. Despite any other provision herein, the Closing shall not occur on a Monday or Friday, and if the scheduled Closing would otherwise occur on a Monday or Friday, then the Closing shall be automatically extended to the next business day. “Final Completion” shall mean that the Property and Office Building Development as a whole (other than the Affiliate Tenant Premises, as defined in Section 18 hereof, and which final completion of such Affiliate Tenant Premises is addressed in Section 18 hereof), and including, without limitation, the premises leased to Hippo Analytics Inc. by the terms of the Hippo Lease, and the basement level of the Office Building Development, including the Amenities Center as defined in the Hippo Lease, be in a “turnkey” condition as determined by Buyer, in its reasonable discretion, which may be made by or in consultation with its architect, engineer, design professional, construction or development consultant or other agent or consultant. In the event of any dispute between Seller and Buyer regarding the Final Completion, the parties shall promptly and diligently attempt to, and in all events, within ten (10) business days after such dispute arose, reach a mutually agreeable resolution of the disputed matters. In the event that the parties cannot reach a cannot mutually agreeable resolution of the dispute within such ten (10) business days, then (i) one or more of Seller’s Design Consultants, as designated by Seller, and (ii) one or

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more of Buyer’s representatives, which are acting in similar roles for Buyer as the Seller’s Design Consultants, as designated by Buyer, shall promptly and diligently attempt, and in all events, within ten
(10) business days after the dispute is not mutually resolved by Seller and Buyer, to reach a mutually agreeable resolution of the disputed matters. In the event the parties’ consultants cannot reach a cannot mutually agreeable resolution of the dispute within such ten (10) business days, then the parties’ consultants shall, within three (3) additional business days, choose a single independent third party design consultant and such design consultant shall promptly and diligently, and in all events, within ten (10) business days after accepting such engagement, provide a determination of that the Final Completion has occurred or a description of the matters which shall be completed in order for Final Completion to occur. The determination of the third-party design consultant shall be binding on the parties. At or prior to Closing, each party shall pay the fees and costs of (i) its own design consultant, and (ii) one-half (1/2) of the independent third-party design consultant. At all times prior to Closing, Buyer and Buyer’s representatives shall have full access and right of inspection to the Office Building Development and all parts, equipment and systems thereof, and all contracts, books and records related thereto, and to have conversations with Seller, any Contractor, and any of Seller’s architect, engineer, design professional, construction or development consultant or other agent or consultant. For sake of clarity, the costs and expenses for finishing the basement level of the Office Building Development and Amenities Center to Turnkey condition shall be the responsibility of Seller. “Turnkey” condition means, as determined by Buyer, in its sole direction, that all of the Improvements are fully and finally completed, all in accordance with the Plans and Specifications, as defined hereinafter, for occupancy and use by a tenant or occupant, including the completion of all tenant improvements (including any change orders), whether to be completed by Seller or any tenant or occupant, including any tenant improvements to be made by Hippo Analytics Inc. under the Hippo Lease, and the “FFE Period” as described in the Hippo Lease has expired. The terms “substantial completion” or “substantially complete”, as such terms may be used in the construction industry, in the Hippo Lease, or any other document or agreement of any kind whatsoever related to the Property or any construction of the Office Building Project, is not the controlling factor on the determination of Final Completion.

(B)Prior to Closing, Seller will deposit with the Title Agent the following items (collectively, the “Seller Documents”):

(1)a Special Warranty Deed (the “Deed”) substantially in the form attached hereto as Exhibit F, executed by Seller, conveying to Buyer fee simple title to the Real Property, free and clear of any liens or claims, and subject only to the Permitted Exceptions (hereinafter defined);

(2)a Bill of Sale and General Assignment (the “Bill of Sale”) substantially in the form attached hereto as Exhibit G, executed by Seller as well as any specific form required by any Accepted Service Contract for the transfer of the Accepted Service Contract from Seller to Buyer;

(3)an Assignment and Assumption of Leases (the “Assignment”) substantially in the form attached hereto as Exhibit H, executed by Seller;

(4)an Assignment and Assumption of Parking Lease (the “Parking Lease Assignment”) in a form mutually acceptable to Seller, Buyer and the landlord of the garage real property which is the subject of the Parking Lease, executed by Seller, Buyer and such landlord;

(6)a Notice to Tenants (the “Notice to Tenants”) substantially in the form attached hereto as Exhibit I, executed by Seller;

(7)Vendor Notification Letters (the “Notice to Vendors”), substantially in the form attached hereto as Exhibit J, to the vendors under the Accepted Service Contracts, notifying such

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vendors that the Property has been conveyed to Buyer and Buyer’s assumption of the Accepted Service Contracts;

(8)a non-foreign certificate as permitted by Section 1445(b)(2), Internal Revenue Code of 1986, as amended (“IRS Code”), substantially in the form attached hereto as Exhibit K, executed by Seller;

(9)an affidavit of debts, liens and possession, dated the date of Closing and executed by an appropriate representative of Seller in a form as may be reasonably acceptable to the Title Agent;

(10)a certificate (“Seller’s Reconfirmation Certificate”) substantially in the form attached hereto as Exhibit L, dated as of the Closing Date and executed by Seller, stating that the representations of Seller in Section 9(A) of this Agreement are correct as of the Closing Date in all material respects, as if made again at that time, and that Seller is not in default of any of its obligations under this Agreement;

(11)an updated Rent Roll for the Real Property, in substantially the same form as the Rent Roll attached hereto as Exhibit C, prepared no more than two (2) days prior to the Closing Date, and certified in writing by Seller as being true, correct and complete in all material respects and that same does not omit or fail to state any material fact necessary to make the statements contained therein not misleading (the “Updated Rent Roll”);

(12)an Escrow Agreement (the “Escrow Agreement”), executed by Seller, Buyer and Title Agent or other escrow agent mutually acceptable to Seller and Buyer, all as provided in Section 17 hereof;

(13)a settlement statement;

(14)such evidence and documents as the Title Agent or Buyer may reasonably require to establish the capacity and authority of Seller to execute the Seller Documents and this Agreement and to complete the Transaction; and

(14) all other documents reasonably necessary to convey or assign the Property, or any part thereof, or to close the Transaction as may be reasonably requested by the Title Agent or Buyer, duly executed and, as applicable or customary, acknowledged, by Seller, and, if reasonably necessary, any other pertinent third-party, which may include final lien waivers from any Contractor or Design Consultant.

(C)Except as set forth in this Agreement, Seller shall be solely obligated, at Seller’s cost, to obtain and deliver to Buyer any written consents or estoppels by any third-party to any assignments or conveyances of any of the Property, all as Buyer may require and such consents or estoppels to any assignments or conveyances of any of the Property shall be in a form and content acceptable to Buyer. Buyer will deliver to Seller a list of such required consents and estoppels before the expiration of the Feasibility Period and, at least ten (10) business days prior to the Closing, Seller shall obtain such consents and estoppels and provide them to Buyer. Also, at Buyer’s option, in its sole and absolute discretion and at Seller’s expense, in addition to any other Seller Documents, Seller shall provide at Closing separate written assignments or conveyances of such Leases, Parking Leases, Construction Contracts, Design Contracts, Materials Contracts, Warranties, Approvals, Intangible Personal Property, in whole or part for each constituent document, instrument or item, as Buyer may request, and with the third-party to any such document, instrument or item as an additional party to and executing and delivering a counterparty of such

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written assignments or conveyances. Such assignments or conveyances of any of the foregoing shall be in a form and content acceptable to Buyer. Buyer will deliver to Seller a list of such required assignments or conveyances before the expiration of the Feasibility Period. Seller shall obtain such assignments or conveyances and deliver the original counterparts at Closing as part of the Seller Documents.

(D)Buyer’s obligation to complete the Transaction is conditioned on (i) Seller’s delivery of all Seller Documents and completion of all other actions contemplated in Section 5(B) above prior to the Closing, (ii) Seller’s causing Affiliate Tenant, as defined in Section 18 hereof, to deposit with the Title Agent a counterpart of the Affiliate Tenant Office Lease, as defined in Section 18 hereof, executed by Affiliate Tenant, prior to the Closing, (iii) delivery of the Seller’s Reconfirmation Certificate stating that the representations of Seller in this Agreement are correct in all material respects as of the Closing Date and that Seller is not in default of any its obligations under this Agreement, and (iv) that the Parking Lease is in full force and effect, the lessor has not provided any notice of termination of the Parking Lease or reduction in the number of parking spaces below an aggregate of 100 parking spaces (including the amount of parking spaces in the Parking Lease). If Seller does not deliver or cause Affiliate Tenant to deliver, as applicable, any of the Seller Documents or Affiliate Tenant Office Lease, and a Seller’s Reconfirmation Certificate to such foregoing effect, or the status of the Parking Lease varies from the immediately above requirements or status, Buyer may, as its sole and exclusive remedy, terminate this Agreement, in which case the Earnest Money, but less the $100 Independent Consideration, will be returned to Buyer. If the representation in Section 9(A)(4) becomes untrue at any point after the Effective Date with respect to any action or suit relating to a condemnation of any material portion of the Property, the provisions of Section 14 shall control.

(E)Prior to Closing, Buyer will deposit with the Title Agent:

(1)the Purchase Price, net of credit for the Earnest Money and adjustments or prorations and other items charged or credited to Buyer in accordance with this Agreement;

(2)the Bill of Sale executed by Buyer;

(3)the Assignment executed by Buyer;

(4)the Parking Lease Assignment executed by Buyer;

(5)the Notice to Tenants executed by Buyer;

(6)the Notice to Vendors executed by Buyer;

(7)the Escrow Agreement executed by Buyer;

(8)a settlement statement;

(9)such documents as the Title Agent may reasonably require to establish the authority of Buyer to complete the Transaction; and

(10)all other documents reasonably necessary to purchase the Property, or any part thereof, or to close the Transaction as may be reasonably requested by the Title Agent or Seller, duly executed and, as applicable or customary, acknowledged, by Buyer.

(F)Documents and funds deposited in escrow under Section 5(B) and Section 5(E) will be returned to the person who deposited them if Seller or Buyer terminates its obligation to complete the
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Transaction under circumstances allowed by this Agreement.

(A)The Title Agent will close escrow on the Closing Date if all of the conditions to Buyer’s obligation to purchase the Property have been satisfied by (1) delivering the Deed for recording, with instructions to deliver the Deed to Buyer after recording, (2) paying Seller the Purchase Price net of adjustments for prorations and other items charged or credited to Seller in accordance with this Agreement,
(3) delivering to Seller fully executed originals of the Buyer Documents, and (4) delivering to Buyer fully executed originals of the Seller Documents (including, after recording the Deed).

(B)Simultaneously with Closing, Seller will deliver to Buyer, outside of Closing escrow, originals or, if originals are not in Seller’s possession, originals of the following to the extent in Seller’s possession: Accepted Service Contracts, Approvals for the Property, Warranties, Leases and guaranties of Leases, tenant and lease files, Parking Lease and lease files, Plans and Specifications, as defined below, for the Improvements. Promptly after Closing on the Closing Date, Seller shall use commercially reasonable efforts, determined in Seller’s reasonable discretion, to assist Buyer with transition of reasonable requested information, determined in Seller’s reasonable discretion, regarding balances and histories of tenants of the Property and other financial information related to the Office Building Development.

(C)Immediately following Closing, Buyer shall copy and complete the Notice to Tenants as applicable to each tenant of the Property and deliver the properly completed Notice to Tenants to each tenant of the Property, which obligation shall survive Closing.

(D)In addition to any other deliveries at Closing, prior to Closing, (i) Seller will cause Affiliate Tenant, as defined in Section 18 hereof, to deposit with the Title Agent a counterpart of the Affiliate Tenant Office Lease, as defined in Section 18 hereof, executed by Affiliate Tenant, and (ii) Buyer will deposit with Title Agent a counterpart of the Affiliate Tenant Office Lease executed by Buyer.

6.Feasibility Period.

(A)To assist Buyer in evaluating the Property, on or before the Effective Date, Seller has delivered (or make available at the Office Building Development or at Seller’s administrative office in Austin, Texas, with respect to any original or voluminous documents) the following to the extent in the possession or control of Seller or Seller’s property manager, accountants, attorneys or other agents (the “Diligence Documents”):

(1)Copies of the Service Contracts.

(2)A copy of Seller’s most recent survey of the Real Property (the “Survey”), and, as provided hereafter, a new or updated “as built” survey (“Updated Survey”) at Seller’s cost.

(3)A Rent Roll for the Office Building Development dated not earlier than two (2) days prior to Effective Date, which is attached hereto as Exhibit C.

(4)Copy of the Parking Lease and access to all related correspondence files and the right to make and take away copies of same subject to the confidentiality provisions of Section 16(M).

(5)Copies of the Approvals for the Real Property or the Office Building Development.

(6)Copies of any Warranties.
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(7)Copies of all of the Design Contracts, including, without limitation, those items as set forth on Exhibit M attached hereto.

(8)Copies of all final plans and specifications of any kind whatsoever, including, without limitation, the final working drawings and specifications for the construction of the Improvements (including soil reports and engineering calculations) prepared by any Design Consultant and copies of any of same which may be modified or supplemented from time to time, including, without limitation, those items as set forth on Exhibit N attached hereto (collectively, the “Plans and Specifications”). An example of the space plan and buildout for the Affiliate Tenant Premises (as defined in Section 18) is set forth on Exhibit N-1 attached hereto.

(9)Copies of all of the Construction Contracts, including, without limitation, those items as set forth on Exhibit O attached hereto.

(10)Copies of all Materials Contracts.

(11)Copies of any written notices regarding zoning, entitlements, tax assessments or condemnation proceedings affecting the Property.

(12)Copies of any final third-party engineering and other inspection reports which were obtained by Seller that concern the Land or Improvements, including, soil or pests and wood destroying insects and evidence of treatment for same.

(13)Copies of any final third-party environmental reports which were obtained by Seller that concern the Land or Improvements.

(14)Copies of any final zoning reports, analyses, letters or other information which were obtained by Seller that concern the Land or Improvements.

(15)Copies of any documents relating to any threatened (in writing) or pending claim, claim of lien, condemnation, lawsuit, arbitration, administrative proceeding or other proceeding of any kind whatsoever relating to Seller or the Property or any interest therein, including, without limitation any of same regarding any mechanic's, contractor's, or materialman's lien or claim.

(16)Copies of any unresolved written notices from any applicable governmental authority of code or zoning violations affecting the Property, including, without limitation, any of same related to the life, safety or fire suppression systems at the Property.

(17)Copies of real estate and personal property tax statements with respect to the Property for the current year and the one (1) prior calendar year.

(18)Copies of all utility invoices for the twelve (12) months preceding the Effective
Date.

(19)A description or loss run (without hindering any privileged attorney-client communications or information) of all insurance claims made with respect to the Office Building Development for the current year to date for the prior one (1) calendar year.

(20)Any utility reservations, capacities, allocations or commitments benefiting Seller or the Property.

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(21)From time to time prior to Closing, any other reasonable information, documents, instruments, writings, drawings, reports, or items relating to the Property which Buyer may reasonably request; provided, however, that Seller shall not be required to prepare or produce any documents or reports that are not already in the possession or control of Seller or Seller’s property manager, accountants, attorneys or other agents.

Buyer acknowledges that all materials made available by Seller and its affiliates or any officer, director, trustee, agent, employee or other person acting or purporting to act on behalf of Seller or any of its affiliates (including the materials described in this Section 6(A), the Title Commitment (hereinafter defined) and the Survey) are provided to Buyer without representation or warranty as to the accuracy or completeness thereof or the sufficiency for the purposes for which Buyer uses such materials, except as may be specifically stated in Section 9(A). In the event that this Agreement is terminated prior to Closing, Buyer agrees to destroy all proprietary and financial information received from Seller, as well as all financial information for tenants, within ten (10) days of termination and otherwise comply with Sections 15 and 16(M) below.

(B)Within ten (10) days after the Effective Date, Seller has caused the Title Agent to provide to Buyer a commitment issued by Stewart Title Company (the “Title Company”), for an owner’s policy of title insurance proposing to insure that Buyer holds good and indefeasible fee title to the Real Property following Closing with coverage in the amount of the Purchase Price, and legible copies of all documents listed as exceptions therein and a current ad valorem tax certificate (collectively, the “Title Commitment”).

(C)During the Feasibility Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Survey or Updated Survey, if any. Buyer may make written title or survey objections to Seller during the Feasibility Period (“Buyer Objections”); however, Seller shall have no obligation to cure or respond to any Buyer Objections except that Seller shall be obligated to remove at Seller’s expense at or prior to Closing: (i) any financing liens created by Seller, (ii) any mechanic’s, contractor’s or materialman’s liens or claims for work done by or on behalf of Seller, and (iii) any Buyer Objections that Seller commits to cure, in Seller’s sole discretion, in a writing delivered to Buyer prior to the expiration of the Feasibility Period (collectively, the “Required Cure Items”). Buyer shall be deemed to have agreed to accept title subject to all matters reflected in the Title Commitment and to the state of facts shown on the Survey, other than Buyer Objections given prior to the expiration of the Feasibility Period, or those matters related to the Updated Survey as provided below, and provided that, in no event shall Buyer be deemed to have agreed to accept title subject to Required Cure Items. Despite any other provision of this Agreement, Seller shall, at Seller’s sole cost and expense, obtain an “as built” ALTA/NSPS Land Title Survey upon Final Completion of all of the Improvements at the Office Building Development. The “as built” survey shall be prepared by a registered public land surveyor acceptable to Buyer and in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established and adopted by ALTA and NSPS adequate for Title to issue the survey deletion endorsement to the Title Policy. Within ten (10) days after delivery to Buyer of the Updated Survey, Buyer may make Buyer Objections to any matter shown on the Updated Survey, such Buyer Objections shall be addressed by Seller in the same manner as provided above in this section for the initial Buyer Objections, and shall be subject to Buyer’s rights described in Section 7 below.

(D)In addition to any other express right of Buyer to terminate this Agreement, Buyer may terminate this Agreement at any time during the period ending at 5:00 p.m. Austin, Texas time, on or before thirty (30) days after the Effective Date (the “Feasibility Period”) if Buyer determines, in Buyer’s sole and absolute discretion and with or without any reason or cause, that Buyer does not desire to purchase the Property. Buyer may exercise its right under this Section 6(D) by delivering written notice to Seller at any time prior to the expiration of the Feasibility Period. If Buyer terminates this Agreement pursuant to this Section 6(D), the Earnest Money, less the $100 Independent Consideration, will be returned to Buyer and the $100 Independent Consideration shall be paid and delivered to Seller. If Buyer has not timely

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delivered written notice pursuant to this Section 6(D) to Seller by the end of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 6(D). Notwithstanding anything to the contrary in this section, should Seller fail to deliver any Diligence Documents or the Title Commitment as required herein, the Feasibility Period shall be extended to the date that is 30 days after the date on which all Diligence Documents and the Title Commitment have been delivered to Buyer.

(E)During the period commencing on the Effective Date and ending upon the earlier of termination of this Agreement or Closing, Buyer and its representatives, consultants and contractors may enter upon the Real Property upon reasonable notice, not to be less than 24 hours prior notice (which may be notice by telephone to Brandon Frachtman at (512) 736-1246 or by email at brandon@elevategp.com, to make such inspections and tests regarding the Real Property as Buyer deems necessary or desirable, including a Phase I environmental site assessment, provided Buyer does not disturb or interfere with tenants in any manner and subject to rights of tenants to exclude or limit such inspections and tests; further provided, however, Buyer shall obtain Seller’s approval before undertaking any intrusive, destructive or invasive testing or any soil borings, which approval Seller shall not unreasonably withhold, condition or delay. Buyer or its consultants may attend weekly or other meetings of the Seller, as owner, architect and design professionals, and contractors (typically referred to as “OAC meetings”), and Seller will provide to Buyer and its consultants information for the dates, times and places of such meetings. Damage to the Property resulting from any inspection or testing conducted by or on behalf of Buyer will be repaired by Buyer so that the Property is restored to its original condition promptly following the damage. Buyer will indemnify, defend and hold harmless Seller and its property manager, employees, representatives, consultants, agents and contractors against any claim arising out of activities conducted at the Property by Buyer or its employees, representatives, consultants, agents and contractors and related damage, liability, obligation, claim, suit, cause of action, judgment, settlement, penalty, fine or cost or expense (including reasonable fees and disbursements of attorneys and other professionals and court costs), provided that Buyer shall have no liability for the discovery of any preexisting environmental condition or other condition to the extent that the activities of Buyer or its employees, representatives, consultants, agents and contractors do not knowingly aggravate such condition. Buyer shall fully comply with all applicable laws, ordinances, rules and regulations in connection with its due diligence activities upon the Property and shall not permit any inspections, investigations or other due diligence activities to result in any liens, judgments or other encumbrances being filed against the Property and shall, at its sole cost and expense, as promptly as possible but in no event more than thirty (30) days, discharge of record any such liens or encumbrances that are so filed or recorded.

7.Title Insurance.

Buyer’s obligation to purchase the Property is conditioned upon the Title Commitment being in full force and effect evidencing that the Title Company is committing as of Closing to issue to Buyer an owner’s policy of title insurance in the amount of the Purchase Price (the “Title Policy”) insuring that Buyer holds good and indefeasible fee simple title to the Real Property subject to any Permitted Exceptions, exceptions that are part of the promulgated owner’s policy of title insurance form and the performance by Seller and Buyer of their respective obligations pursuant to this Agreement. If the Title Company is unwilling or unable to satisfy the foregoing condition with respect to the Title Policy at Closing, and Seller is able to obtain a commitment from another title company that operates on a nationwide basis to issue an owner’s policy of title insurance that (i) satisfies the foregoing condition, and (ii) such owner’s policy of title insurance can be issued at standard rates, then the conditions set forth in this Section 7 shall be deemed satisfied. If the foregoing condition cannot be satisfied or deemed satisfied at Closing (other than as a result of the actions of Buyer or Buyer’s failure to take action), Buyer, as its sole and exclusive remedy, shall have the right to terminate this Agreement, in which case Buyer may recover the Earnest Money (but if Seller fails to cure all of the Required Cure Items, this shall constitute a Seller default entitling Buyer to all

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of its remedies under Section 11(B) below). The term “Permitted Exceptions” shall mean: (i) the exceptions (excluding exceptions that are part of the promulgated owner’s policy of title insurance form) in the last Title Commitment delivered to Buyer before the end of the Feasibility Period, but excluding the Required Cure Items and items that the Title Company has committed to remove; (ii) matters created by, through or under Buyer; (iii) items shown on the Survey or Updated Survey; (iv) real estate taxes not yet due and payable; and (v) the rights of tenants pursuant to the Leases. Despite the foregoing, it shall be a condition precedent to Buyer’s obligation to close the Transaction that there is no adverse and material change in the matters reflected by the Survey, or shown on the Updated Survey when prepared and delivered to Buyer (and Seller acknowledges and agrees that the Updated Survey will be prepared and delivered to Buyer after the expiration of the Feasibility Period and its preparation and delivery to Buyer and approval by Buyer is a condition to Closing) and/or the Title Commitment between the expiration of the Feasibility Period and the Closing Date, except as consented to in writing by Buyer. In the event the condition precedent set forth in the immediately preceding sentence shall fail, Buyer may, at its sole option, either terminate this Agreement by promptly giving written notice of termination to Seller and receive a full refund of the Earnest Money, less the $100 Independent Consideration, or waive same and proceed to Closing.

8.Closing Costs and Prorations.

(A)Buyer will pay (1) one-half of any escrow fee charged by the Title Agent, (2) the cost of recording the Deed, (3) the costs of recording documentation associated with Buyer’s financing of the purchase of the Property, and (4) the entire costs of any loan policy of title insurance and any endorsements or other modifications to the Title Policy or the loan policy of title insurance, if any. Seller will pay (1) one- half of any escrow fee charged by the Title Agent, (2) the cost of all documentation necessary to evidence the cancellation or satisfaction of any liens Seller is obligated to remove and other items Seller has committed in writing to remove or cure as provided in Section 6(C), and (3) the entire cost of the basic premium for the Title Policy for coverage in the amount of the Purchase Price and (4) the entire cost of the Updated Survey. Buyer and Seller each will pay their own respective attorneys’ fees. Other costs will be paid by Seller or Buyer, as applicable, as specified by other provisions of this Agreement or, if no provision is made in this Agreement, in accordance with local custom.

(B)Seller and Buyer will prorate, effective as of 11:59 p.m. Austin, Texas time on the day immediately preceding the Closing Date, all collected Rents and expenses of operation of the Property (including utilities, property taxes and assessments), except for insurance premiums. To the extent possible, utility prorations will be handled by meter readings on the day immediately preceding the Closing Date. Amounts allocable to the Closing Date will be for the account of Buyer. If, at the time of Closing, the tax rate or the assessed valuation of the Property for the year of Closing is not yet known, the apportionment of taxes will be based upon the taxes calculated on the amount of the Purchase Price as the market or assessed value. If any expenses (other than taxes) cannot be determined finally as of Closing, such expense will be prorated on the best available information. Adjustments to the prorations will be made from time to time after Closing to take account of final information as to expenses estimated as of Closing or to adjust Rents or expenses that were not included in the prorations done at the Closing, and Buyer or Seller, as applicable, will pay the other on demand such amounts as may be appropriate based on such adjustments. Any re-proration of expenses must be completed within ninety (90) days after Closing or, in the case of taxes, within thirty (30) days after the invoice for taxes for the year of the Closing is received, and except as provided in Section 8(C), neither Buyer nor Seller will be entitled to request a payment on account of re- prorations after either such applicable date. The provisions of this Section shall survive Closing.

(C)Rents delinquent as of Closing will not be prorated. Rents collected after Closing by Buyer shall be applied (i) first, to Rents attributable to the periods after Closing, (ii) second, to Rents attributable to the month during which Closing occurs (and shall be allocated between Buyer and Seller as if the same had been prorated as of Closing) and (iii) finally, to Rents attributable to the periods before the month

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during which Closing occurs. For a period of ninety (90) days following the Closing Date, Buyer shall use commercially reasonable efforts to collect any rental payments past due as of Closing or due subsequent to Closing for any periods prior to Closing, from tenants who were tenants as of the Closing; provided, however, Buyer shall not be required to institute any legal action against any tenant. Buyer shall have no responsibility to make any payment to Seller except as to sums actually collected and received by Buyer and shall have no liability for failure to collect any sums so long as Buyer complies with this Section. If following the Closing, Seller receives any Rents attributable to periods on and after the Closing Date, Seller shall promptly remit such Rents no later than ten (10) days after receipt by Seller. In no event shall Seller be entitled to bring suit against any tenant to collect delinquent rentals or attempt to evict any tenant under the Leases after Closing. The provisions of this Section shall survive Closing.

(D)Buyer will be entitled to a credit through the Closing escrow for all cash security deposits, “net lease” deposits or escrows (such as for taxes, insurance, utilities or common area maintenance), or other deposits or escrows of any kind whatsoever under the Leases, not heretofore forfeited, credited or returned to the tenants, as may be more particularly described in the Rent Roll (the “Security Deposits”) and advance payments of Rent held by Seller as of the Closing and Seller shall retain said amounts. For sake of clarity, the credits to which Buyer is entitled through the Closing escrow include, but are not limited to, a Security Deposit in the amount of $467,575 and prepaid rent in the amount of $155,858 under the Hippo Lease.

(E)Recoveries from utility expense reimbursements payable by tenants pursuant to Leases, regardless of whether they are collected by Seller or Buyer (or their third-party billing company), shall be prorated based upon, and shall relate back to, the months in which the billed utility expenses were incurred. For up to one hundred twenty (120) days following the Closing Date, Buyer shall be obligated to continuously bill tenants for utility reimbursements on a monthly basis. Despite the foregoing provisions of this sub-section, in the event that there is a ratio utility billing system of any kind whatsoever (“RUBS”) applicable to the Office Building Development for any of the following categories of utilities and other reimbursements: (i) electricity, (ii) gas, (iii) water, (iv) sanitary sewer, (v) trash, (vi) pest control or (vii) other reimbursements, then the amount of RUBS attributable to the uncollected or trailing collections of up to two (2) calendar months prior to Closing will be reflected as a credit to Seller at Closing and will be calculated for closing purposes on the uncollected or trailing collections monthly periods based on the monthly average actual trailing RUBS for six (6) months prior to Closing according to the income or operating statements provided by Seller to Buyer. A subsequent cash adjustment of RUBS between Seller and Buyer will be made when actual figures are available, but in all events within one hundred fifty (150) days after the Closing Date and Seller and Buyer each agree to provide the other such information as the other may reasonably request regarding RUBS and the billing, collection, and payment thereof. The provisions of this Section shall survive Closing.

(F)Seller and Buyer will prorate, effective as of 11:59 p.m. Austin, Texas time on the day immediately preceding the Closing Date, all advances, bonus payments, “door fees” or other up-front fees or payments of any kind whatsoever due or payable after the Effective Date or, if paid in advance or for a period extending after the Closing Date, prorated on a straight-line basis over the term of the applicable agreement, under any leases, cable television or internet agreements or similar contracts or agreements to be assumed by Buyer hereunder.

9.Representations and Warranties.

(A)For any representations and warranties of Seller set forth herein, “to Seller’s knowledge”, “the knowledge of” or “to the best knowledge of” Seller and similar phrases shall mean the knowledge of Chris Skyles, including such knowledge based on Chris Skyles making a diligent inquiry of any knowledge of Scott Tomhave and Craig Saur of Flintco, LLC. Subject to all matters disclosed in the Schedule of

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Exception Matters attached to this Agreement as Schedule 2 delivered to Buyer by or on behalf of Seller on or before the Effective Date (the “Exception Matters”), Seller, to induce Buyer to enter into this Agreement and to complete the Transaction, makes the following representations and warranties to Buyer, which representations and warranties are true and correct as of the Effective Date:

(1)Seller has been duly organized and is validly existing and in good standing under the laws of the State of Texas. Seller has or at Closing will have the authority to enter into this Agreement, to perform its obligations under this Agreement and to complete the Transaction as contemplated by this Agreement. Seller has taken or by Closing will have taken all company action necessary to authorize the execution and delivery of this Agreement and the performance by Seller of its obligations under this Agreement.

(2)Neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller, or any partner, officer or related entity or affiliate of Seller, is a party or by which Seller, any partner, officer or related entity or affiliate of Seller, or any of Seller’s assets is bound.

(3)This Agreement has been duly executed and delivered by Seller and constitutes a valid, binding and enforceable obligation of Seller, subject to bankruptcy and other debtor relief laws and principles of equity.

(4)Except as disclosed on Exhibit Q attached hereto, Seller has not received written notice of condemnation or other legal action, proceeding, arbitration or suit pending and, there are none threatened against Seller or the Property in writing as of the Effective Date, which is not covered by adequate insurance, including, without limitation any of same regarding any mechanic's, contractor's, or materialman's lien or claim.

(5)There are no Service Contracts other than those listed on Exhibit D attached to this Agreement, and the copies of the Service Contracts delivered or to be delivered by Seller to Buyer are true and complete copies of such Service Contracts and all amendments or supplements thereto, if any.

(6)The Rent Roll attached as Exhibit C is true, correct and complete in all material respects as of the date thereof.

(7)There are no Design Contracts other than those listed on Exhibit M attached to this Agreement, and the copies of the Design Contracts delivered or to be delivered by Seller to Buyer are true and complete copies of such Design Contracts and all amendments or supplements thereto, if any; and there is not any default or event which with delivery or notice or lapse of time will be a default by Seller, or, to Seller’s knowledge, by any Design Consultant under any Design Contract.

(8)There are no Plans and Specifications other than those listed on Exhibit N attached to this Agreement, and the copies of the Plans and Specifications delivered or to be delivered by Seller to Buyer are true and complete copies of such Plans and Specifications and all amendments, supplements or change orders thereto, if any.

(9)There are no Construction Contracts other than those listed on Exhibit O attached to this Agreement, and the copies of the Construction Contracts delivered or to be delivered by Seller to Buyer are true and complete copies of such Construction Contracts and all amendments,

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supplements or change orders thereto, if any; and there is not any default or event which with delivery or notice or lapse of time will be a default by Seller, or, to Seller’s knowledge, by any Construction Contractor under any Construction Contract.

(10)There are no Materials Contracts other than those listed on Exhibit P attached to this Agreement, and the copies of the Materials Contracts delivered or to be delivered by Seller to Buyer are true and complete copies of such Materials Contracts and all amendments, supplements or change orders thereto, if any; and there is not any default or event which with delivery or notice or lapse of time will be a default by Seller, or, to Seller’s knowledge, by any other party under any Materials Contract.

(11)To Seller’s knowledge, the Improvements have been or will be built in substantial accordance with the Plans and Specifications, and Seller shall obtain Buyer’s approval to any material changes to the same after the Effective Date.

(12)To Seller’s knowledge, there are not any latent or patent defects in the Improvements.

(13)To Seller’s knowledge and except as may be disclosed in any environmental report provided by Seller to Buyer, there is not any hazardous or toxic substance, material or waste, or petroleum or petroleum by products, or other environmental condition or contamination at, on, under or in proximity to the Real Property.

(14)Seller has not received any written notice that (i) the Property, or any portion thereof, (ii) Seller’s use, operation or ownership of the Property, or any portion thereof, or (iii) Seller, is in violation or is alleged to be in violation of any laws, regulations or codes of any applicable governmental authority or body, including any local, state or federal environmental law, building codes, or zoning laws or codes.

(15)Neither Seller nor, any of its respective constituent owners or affiliates currently are in violation of any laws relating to terrorism or money laundering (collectively, the “Anti- Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA Patriot Act”). Neither Seller nor, any of its respective constituent owners or affiliates is a “Prohibited Person,” which is defined as follows: (i) a person or entity that is listed in the Annex to, or is otherwise subject to, the provisions of the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity with whom Buyer is prohibited from dealing with or otherwise engaging in any transaction by any Anti- Terrorism Law, including without limitation the Executive Order and the USA Patriot Act; (iv) a person or entity who commits, threatens or conspires to commit or support “terrorism” as defined in Section 3(d) of the Executive Order; (v) a person or entity that is named as a “specially designated national and blocked person” on the then-most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list; and (vi) a person or entity who is affiliated with a person or entity listed in items (i) through (v), above.

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(16)Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally, and none of the foregoing is pending or, threatened against Seller or contemplated by Seller.

(17)Except for this Agreement, Seller has not executed or granted, and has no knowledge of, any unrecorded written agreement, option, rights of first refusal or right of first opportunity to purchase or acquire any fee or ground leasehold interest in the Real Property or any part of the Real Property.

(18)Any of the Diligence Documents prepared by Seller, any of Seller’s affiliates, or Seller’s property management company, if any, but not any other third party, and to be provided by Seller to Buyer as expressly described herein, contains the same information prepared by Seller or its affiliates or property management company and relied upon by Seller in connection with the development, construction, management or operation of the Property, and, does not contain any false information or omits or will omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

(19)Seller is not a “foreign person” as contemplated in Section 1445 of the IRS Code.

(20)Except for consents, approvals, authorizations and filings already completed or which will be completed by the Closing, Seller is not required to obtain any consent, approval or authorization from, or to make any filing with, any person (including any governmental authority) in connection with, or as a condition to, the execution and delivery of this Agreement, the performance by Seller its obligations under this Agreement or the completion of the Transaction as contemplated by this Agreement.

(21)To the extent same are in the possession or control of Seller or Seller’s property manager, accountants, attorneys, architects, engineers, contractors, or other agents, and Seller has made a diligent search and inquiry with all of the foregoing persons, Seller has delivered to Buyer all of the Diligence Documents and there are not any other Diligence Documents that Seller has failed or refused to deliver to Buyer.

(22)The Hippo Lease and, upon execution and delivery as provided in this Agreement, the Affiliate Tenant Office Lease, are and will be the only Leases.

(23)The Real Property is not included within any property subject to membership in a property owners association, entity, or other governing authority, private, public, governmental or quasi-governmental, voluntary or mandatory, of any kind whatsoever, or otherwise is subject to a declaration of covenants, conditions or restrictions or any other instrument which imposes dues, taxes, impositions or assessments (other than ad valorem taxes imposed generally by any governmental authority), voluntary or mandatory, on the Real Property or its owner.

(B)Buyer, to induce Seller to enter into this Agreement and to complete the Transaction, makes the following representations and warranties to Seller, which representations and warranties are true and correct as of the Effective Date:

(1)Buyer has been duly organized and is validly existing under the laws of the State

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of Illinois. Buyer has or at Closing will have the power to enter into this Agreement, to perform its obligations under this Agreement and to complete the Transaction as contemplated by this Agreement. Buyer has taken or by Closing Buyer, or if applicable, its permitted assignee, will have taken all action necessary to authorize the execution and delivery of this Agreement and the performance by Buyer of its obligations under this Agreement.

(2)This Agreement has been duly executed and delivered by Buyer and constitutes a valid, binding and enforceable obligation of Buyer, subject to bankruptcy and other debtor relief laws and principles of equity.

(3)There is no action, suit, proceeding, inquiry or investigation (including any bankruptcy or other debtor relief proceeding), pending or to the knowledge of Buyer threatened, against Buyer by or before any court or governmental authority that would prevent or hinder the performance by Buyer of its obligations under this Agreement or the completion of the Transaction as contemplated by this Agreement.

(4)Except for consents, approvals, authorizations and filings already completed or which will be completed by the Closing, Buyer is not required to obtain any consent, approval or authorization from, or to make any filing with, any person (including any governmental authority) in connection with, or as a condition to, the execution and delivery of this Agreement, the performance by Buyer of its obligations under this Agreement or the completion of the Transaction as contemplated by this Agreement.

(5)Neither Buyer nor any of its respective constituent owners or affiliates currently is in violation of the Anti-Terrorism Laws, including without limitation the Executive Order and/or the USA Patriot Act. Neither Buyer nor any of its respective constituent owners or affiliates is a Prohibited Person.

(C)EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT OR CONTAINED IN ANY OF THE SELLER DOCUMENTS TO BE DELIVERED AT CLOSING, INCLUDING, WITHOUT LIMITATION, THE SPECIAL WARRANTY OF TITLE IN THE DEED (COLLECTIVELY, THE “EXPRESS REPRESENTATIONS”) BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS AND WITH ALL FAULTS” BASIS. EXCEPT FOR THE EXPRESS REPRESENTATIONS, THE OCCURRENCE OF CLOSING SHALL CONSTITUTE AN ACKNOWLEDGMENT BY BUYER THAT THE PROPERTY WAS ACCEPTED WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED.

EXCEPT FOR THE EXPRESS REPRESENTATIONS, SELLER HEREBY SPECIFICALLY NEGATES AND DISCLAIMS ANY FURTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION (I) THE NATURE AND CONDITION OF THE PROPERTY AND THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON, (II) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR ANY OTHER MATTER RELATING IN ANY WAY TO THE PROPERTY, (III) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER AUTHORITY OR BODY,
(IV) THE EXISTENCE OF ANY TOXIC OR HAZARDOUS SUBSTANCE OR WASTE IN, ON, UNDER THE SURFACE OF OR ABOUT THE PROPERTY, (V) GEOLOGICAL CONDITIONS,

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INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND FAULTING, (VI) WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOODPLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (VII) DRAINAGE, (VIII) ZONING OR LAND USE RESTRICTIONS RULES AND REGULATIONS TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (IX) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, LEASING, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR (XII) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE OTHER THAN GENERAL OFFICE USE (BUYER AFFIRMING THAT, OTHER THAN GENERAL OFFICE USE, BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE).

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND CHRIS SKYLES INVESTIGATION AND INQUIRY DESCRIBED IN SECTION 9(A), BUYER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER
(A)HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, AND (B) HAS NOT MADE ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN, REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

EXCEPT FOR THE EXPRESS REPRESENTATIONS, BUYER AGREES THAT IT HAS EXAMINED AND INVESTIGATED THE PROPERTY PRIOR TO EXECUTION HEREOF OR THAT IT WILL INVESTIGATE THE PROPERTY PRIOR TO CLOSING AND THAT IN PURCHASING THE PROPERTY BUYER WILL RELY SOLELY UPON ITS INDEPENDENT EXAMINATION, STUDY, INSPECTION AND KNOWLEDGE OF THE PROPERTY, AND BUYER IS RELYING SOLELY UPON ITS OWN EXAMINATION, STUDY, INSPECTION, AND KNOWLEDGE OF THE PROPERTY AND BUYER’S DETERMINATION OF THE VALUE OF THE PROPERTY AND USES TO WHICH THE PROPERTY MAY BE PUT, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER.

EXCEPT TO THE EXTENT RELATING TO SELLER’S BREACH OF ANY OF THE EXPRESS REPRESENTATIONS OR MATTERS ADDRESSED IN THE ESCROW AGREEMENT, BUYER HEREBY EXPRESSLY ASSUMES ALL RISKS, LIABILITIES, CLAIMS, DAMAGES, AND COSTS (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE, DIRECT, INDIRECT, OR CONSEQUENTIAL) RESULTING OR ARISING FROM OR RELATED TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. EXCEPT FOR THE EXPRESS REPRESENTATIONS, BUYER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH BUYER DISCOVERS PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT BUYER’S SOLE EXPENSE AND BUYER EXPRESSLY WAIVES AND RELEASES SELLER AND SELLER’S AGENTS AND REPRESENTATIVES FROM ANY CLAIMS UNDER FEDERAL LAW, STATE OR OTHER LAW THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER OR SELLER’S AGENTS OR REPRESENTATIVES RELATING TO THE PHYSICAL CHARACTERISTICS OR CONDITION OF THE PROPERTY INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS-IS” NATURE OF THIS

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SALE. BUYER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS CONTRACT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.

(D)The representations and warranties in Section 9(A) and Section 9(B) will survive the Closing, but only for a period of two (2) years, and no claim shall be allowed on any such representation or warranty unless written notice of the claim is delivered by the claimant to the other party within such two- year period. NOTHING IN THIS SECTION 9(D) LIMITS THE DISCLAIMER IN SECTION 9(C), WHICH WILL SURVIVE CLOSING WITHOUT LIMIT AS TO TIME.

(E)Seller shall have no liability to Buyer with respect to any Exception Matters. The provisions of the preceding sentence shall survive Closing. However, if there is a default or breach related to any Express Representations, the provisions of Section 5(D) shall control.

10.Pre-Closing Obligations.

(A)Seller agrees that (i) Seller will and will cause Flintco, LLC to maintain in effect all insurance which is in effect as of the Effective Date with respect to the Property, and continuing for a period of six (6) months following the Closing Date, and (ii) Seller will and will cause Flintco, LLC to have Buyer added as an additional insured on such polices as may be more specifically described on Schedule 3 attached hereto.

(B)As to all matters in this Section (B), until the earlier of the Closing or the termination of this Agreement, Seller shall develop, build, manage, operate and maintain the Property in accordance with Seller’s customary business practices. Seller shall not enter into any new leases (“New Leases”) or service contracts without Buyer’s prior written consent, in Buyer’s sole and absolute discretion as to any New Leases, and in Buyer’s reasonable discretion as to any service contracts. Despite the foregoing, (i) the negotiation, execution and delivery of the Affiliate Tenant Office Lease described in Section 18 of this Agreement, which will be a New Lease, shall be governed by such Section 18, and (ii) any new service contract must be terminable, without any fee, penalty, premium or other cost, by Seller on thirty (30) days prior written notice and shall be terminated by Seller at Closing.

(C)Until the earlier of the Closing or the termination of this Agreement, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, except that Seller may (1) replace depreciated or damaged personal property with personal property of similar quality and quantity in the ordinary course of business and (2) deal with Leases in accordance with Seller’s customary business practices.

(D)Until the earlier of the Closing or the termination of this Agreement, Seller shall promptly provide notice to Buyer of any litigation, arbitration, proceeding or administrative hearing (including condemnation) before any governmental authority or court for which Seller receives written notice and which adversely affects the Seller’s ability to consummate the Transaction or the development, construction, ownership or operation of the Property.

(E)Until the earlier of the Closing or the termination of this Agreement, Seller shall, within three (3) days of Seller’s receipt of written notice of same (including, without limitation, by electronic means, such as email), provide notice to Buyer of any claim of any kind whatsoever, including any claim for a mechanic’s, contractor’s or materialman’s lien, or for any default, damages, personal injury or death, made by any Design Consultant, Construction Contractor, provider of any materials, or any other person or entity, for which Seller receives written notice. Seller shall promptly and diligently seek to resolve such claim within twenty (20) days after receipt of written notice of same and in all events, prior to Closing.

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(F)Until the earlier of the Closing or the termination of this Agreement, Seller shall provide to Buyer promptly after receipt thereof, copies of any written notice that (i) the Property, or any portion thereof, (ii) Seller’s use, development, construction, operation or ownership of the Property, or any portion thereof, or (iii) Seller, is in violation or is alleged to be in violation of any laws of any applicable governmental authority or body, including any local, state or federal environmental law.

(G)Until the earlier of the Closing or the termination of this Agreement, in addition to including same in the Seller’s Reconfirmation Certificate, upon Seller obtaining notice of same, Seller shall promptly provide notice to Buyer describing any circumstances which may arise that preclude Seller from reconfirming any of its representations as of the Closing Date in the Seller’s Reconfirmation Certificate.

(H)Subject to the following provisions of this subsection, the list of the Personal Property attached hereto as Exhibit B will be used for the purposes of describing the tangible personal property to be assigned by the Bill of Sale. All of the current Personal Property described on the attached Exhibit B will be located at the Land or in the Improvements at Closing except for any items of the Personal Property which are obsolete, damaged or destroyed and which have been replaced on or before Closing with the same quantity of items of substantially similar type and quality, which replacement items will be described in the Bill of Sale in lieu of the replaced items. Seller shall not terminate (i) any Warranties, Approvals, Leases, the Parking Lease and (ii) without providing to Buyer at least five (5) days’ prior written notice, any Design Contracts or Construction Contracts.

(I)Until the earlier of the Closing or the termination of this Agreement, Seller will reasonably cooperate with Buyer in negotiating with the City of Austin and Parking Management Company, LLC to obtain the final form or the final terms of the respective Parking Leases, including, without limitation, the number of parking spaces (which includes, at Closing, increasing the number of parking spaces under the City Parking Lease up to a total of one-hundred (100) spaces), the rental amount, monthly or other period as may be reasonably acceptable to Buyer, and the inception date for the use of the parking spaces and parking facilities. Seller shall not be required to incur any additional liability or obligation under the Parking Leases that does not exist as of the Effective Date.

11.Remedies.

(A)If after ten (10) days’ written notice from Seller (except for Buyer’s obligation to deliver the Earnest Money or any of Buyer’s Closing obligations, as to which Buyer shall not be entitled to such cure period) Buyer fails to perform any of its material obligations under this Agreement, then Seller, as its sole and exclusive remedy, may terminate this Agreement and Seller’s obligation to complete the Transaction and, upon so doing, will be entitled to receive all of the Earnest Money as liquidated damages. Seller waives all remedies for Buyer’s failure to complete the Transaction, except those specifically provided for in this Section 11(A). Provided, however, nothing in this Section 11(A) shall limit Seller’s remedies arising out of or in connection with (i) a breach of Buyer’s obligations under Section 6(E), Section 12, or Section 16(M) or (ii) any obligation which accrues after Closing. Furthermore, despite anything in this Section 11(A) to the contrary, in the event of Buyer’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Buyer or any party related to or affiliated with Buyer (i) creates any binding obligations on the Real Property before Closing, (ii) creates any additional material obligations or liability of or for Seller, or (iii) is asserting any claim or right to the Property, and for each of the foregoing items (i), (ii) or (iii), that would delay or prevent Seller from having clear, indefeasible, and marketable title to the Property.

(B)If after ten (10) days’ written notice from Buyer (except for any of Seller’s Closing obligations, as to which Seller shall not be entitled to such cure period) Seller fails to perform any of its material obligations under this Agreement, then Buyer, as its sole and exclusive remedy, may, at its option

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either, (1) terminate this Agreement and Buyer’s obligation to complete the Transaction and the Earnest Money will be returned to Buyer, or (2) enforce specific performance of Seller’s obligation to convey the Property to Buyer consistent with the terms of this Agreement, provided that as a condition precedent to filing an action for specific performance, Buyer must deliver notice to Seller of its intention to file such action within forty-five (45) days after the scheduled Closing and such action must be commenced within seventy-five (75) days of the scheduled Closing Date. The prevailing party in such action to enforce specific performance shall be entitled to recover from the other reasonable attorneys’ fees to be fixed by the court or arbitrator which shall render a judgment or award, as well as the costs of suit or arbitration. In the event that Seller has conveyed the Real Property in violation of this Agreement to one or more persons or entities not related to Buyer or if for any other reason the remedy of specific performance is not available to Buyer, then, in addition to the prompt return of the Earnest Money made pursuant to this Agreement with accrued interest, Buyer may pursue all available remedies. Except as expressly described above, Buyer waives all other remedies for Seller’s failure in performance (including any right to obtain damages from Seller, including consequential, incidental, special or punitive damages). Provided, however, nothing in this Section 11(B) shall limit Buyer’s recovery arising out of (i) a breach of Seller’s obligations under Section 12 or Section 16(M); (ii) the breach of any of Seller’s representations or warranties set forth in Section 9(A) discovered subsequent to Closing; and (iii) any obligation that accrues after Closing.

(C)Seller and Buyer acknowledge that Seller’s damage would be difficult or impossible to ascertain in the event of Buyer’s default in its obligation to purchase the Property and that the liquidated damages provided for in Section 11(A) are a reasonable estimate of Seller’s damages. Seller and Buyer acknowledge that the amount of the liquidated damages has been set taking into account various factors, including the potential for change in value of the Property.

(D)Except as otherwise specifically provided in this Agreement, all remedies under this Agreement are cumulative and may be exercised concurrently or consecutively, in such order as a party may elect. No party shall claim or be entitled to recover or obtain from the other party (i) any consequential, incidental, special or punitive damages, or (ii) except as otherwise specifically provided in this Agreement, if at all, actual damages, and each party hereby waives and releases any such claim for such excluded damages. This Section shall survive Closing or any termination of this Agreement.

12.Brokerage.

Each party hereto represents to the other that it has not authorized any broker or finder to act on its behalf in connection with the sale and purchase hereunder and that such party has not dealt with any broker or finder purporting to act on behalf of any other party. Seller and Buyer each agrees to indemnify and defend the other and hold the other harmless against any claim for a commission, finder’s fee or similar compensation asserted by any person retained by or claiming through the indemnifying party in connection with the Transaction or the execution of this Agreement and all related loss, damage, liability, obligation, claim, suit, cause of action, judgment, settlement, penalty, fine, cost or expense (including reasonable fees and disbursements of attorneys and other professionals and court costs). This Section shall survive Closing or termination of this Agreement for a period of two (2) years.

13.Possession.

Seller will deliver possession of the Property to Buyer at the time of Closing, subject to rights of tenants, rights under the Accepted Service Contracts, any Exception Matter, and the Permitted Exceptions.

14.Casualty and Condemnation.

(A)Seller will notify Buyer within a reasonable period, but in all events, within ten (10)

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business days after receiving notice of (1) any Casualty Loss (hereinafter defined), or (2) written notice of the commencement of any proceedings for the taking by eminent domain of all or any part of the Real Property.

(B)If, prior to Closing, any of the Real Property is damaged by fire or other casualty (a “Casualty Loss”), Seller shall promptly and diligently repair the Casualty Loss to the same standard of finishes or improvements as existed prior to the Casualty Loss and in accordance with the Plans and Specifications. The Closing will be postponed as reasonably necessary to allow the completion of the repair of the Casualty Loss, including obtaining any applicable certificate of occupancy or other Approval necessitated or related to such Casualty Loss and repair, and the Closing Date shall be postponed until fifteen (15) days after completion of such repair. Despite the foregoing, in the event of (i) a material Casualty Loss affecting more than 20% of the square footage of the Improvements, or (ii) a Casualty Loss affecting 20% or less of the square footage of the Improvements and upon Seller’s notification to Buyer that the repairs cannot be completed on or before August 1, 2022, Buyer shall have the option, in Buyer’s sole and absolute discretion, of terminating this Agreement by delivering written notice of such termination to Seller and Title Agent, in which case the Earnest Money, less the $100 Independent Consideration, will be returned to Buyer.

(C)If, prior to Closing, all or a material part of the Real Property is taken by eminent domain or written notice is delivered to Seller that any proceedings for the taking by eminent domain of all or a part of the Real Property is or will be commenced (a “Taking”), then Buyer shall have the option, in Buyer’s sole and absolute discretion, of terminating this Agreement by delivering written notice of such termination to Seller and Title Agent, in which case the Earnest Money, less the $100 Independent Consideration, will be returned to Buyer. If Buyer elects to complete the Transaction despite a Taking, Seller will deliver to Buyer at Closing, through the closing escrow, all condemnation proceeds previously received by Seller and an assignment of Seller’s rights with respect to all uncollected condemnation proceeds (in either case, net of proceeds allocable to loss of use of the Property for the period through the Closing Date and costs incurred by Seller in connection with or as a result of such proceedings) and such documents as Buyer may reasonably request to substitute itself for Seller in any pending eminent domain proceedings.

(D)The Uniform Vendor and Purchaser Risk Act, Section 5.007 of the Texas Property Code, shall not be applicable to this Agreement or the Transaction.

15.Consequences of Termination.

If Buyer or Seller terminates its obligation to complete the Transaction under circumstances permitted by this Agreement, neither Buyer nor Seller will have any further obligation under this Agreement, except any obligation that by its terms specifically survives a termination of this Agreement. Nothing in this Section 15 is intended to limit the obligations of the Title Agent or the provisions of this Agreement dealing with the disposition of funds or documents held in escrow following termination of the obligations of Buyer or Seller. If Buyer or Seller terminates its obligation to complete the Transaction, within five (5) business days thereafter Buyer shall (1) deliver to Seller or destroy (and provide to Seller written confirmation of such destruction) all materials related to the Property provided to Buyer by Seller, and (2) upon payment by Seller to Buyer for such materials, deliver to Seller copies of all surveys, reports and studies prepared for Buyer by any third-party consultants (other than attorneys) relating to the Property, but expressly without any warranties whatsoever and limited to the extent such information is not confidential and privileged.

16.Miscellaneous.

(A)When the context so requires in this Agreement, words of one gender include one or more

PURCHASE AND SALE AGREEMENT – Page 22


other genders, singular words include the plural, and plural words include the singular. Use of the words “include” and “including” are intended as an introduction to illustrative matters and not as a limitation. References in this Agreement to “Sections” are to the numbered subdivisions of this Agreement, unless another document is specifically referenced. The word “party” when used in this Agreement means either Buyer or Seller unless another meaning is required by the context. The word “person” includes individuals, entities and governmental authorities. The word “governmental authority” is intended to be construed broadly and includes governmental agencies, instrumentalities, bodies, boards, departments and officers and individuals acting in any official capacity. The word “laws” is intended to be construed broadly and includes all codes, statutes, case law, rules, regulations, pronouncements, requirements, orders, directives, decisions, decrees, judgments and formal or informal guidance or interpretations of any court or governmental authority.

(B)If either party shall be required to employ an attorney to present, enforce or defend the rights of such party hereunder, the prevailing party in any proceeding, whether determined by judgment or written agreement of the parties, shall be entitled to recover court costs, reasonable attorneys’ fees and other costs incurred in addition to any other relief to which such party may be entitled. The provisions of this Section 16(B) shall survive Closing or any termination of this Agreement.

(C)Any notice or other communication to any party given under this Agreement will be effective only if in writing delivered to whichever of the following addresses is applicable:

If to Seller:    Elevate Sabine Investors LP 901 W. 9th Street, Suite 110
Austin, Texas 78703 Attn:    Chris Skyles
Phone:    512 740 8323
Fax:    N/A
Email:    chris@elevategp.com with a copy to:
Rigby Slack
3500 Jefferson Street, Suite 330
Austin, Texas 78731 Attn:    Cathleen C. Slack

Phone:    512.782.2062
Fax:    N/A
Email:    cslack@rigbyslack.com

If to Buyer:    Spinnaker Insurance Company 1 Pluckemin Way #102
Bedminster, NJ 07921
Attn:    Chief Executive Officer

Phone:    214-769-3041
Fax:    N/A
Email:    generalcounsel@hippo.com with a copy to:
PURCHASE AND SALE AGREEMENT – Page 23

Hippo Analytics, Inc. 101 West 6th Street 5th Floor
Austin, TX 78701 Attn:    President

and

Cherry Petersen Landry Albert LLP
8350 North Central Expressway, Suite 1500
Dallas, Texas 75206-1619 Attn:    Jon G. Petersen
Phone:    214.265.5085
Fax:    214.265.7008
Email:    jpetersen@cplalaw.com

Any notice or other communication will be deemed to be received only upon delivery to the address provided for in this Section 16(C) or rejection of delivery at such address. Notice may be given by facsimile or electronic mail transmission, provided such transmission is completed at or prior to 5:00 p.m. Austin, Texas time on the date transmitted, and confirmation of transmission generated by the sender’s equipment or email provider will be prima facie evidence of receipt. The addresses and addressees to which notice is to be given may be changed by written notice given in the manner specified in this Section 16(C) and actually received by the addressee. Notices given by counsel to Buyer shall be deemed given by Buyer and notices given by counsel to Seller shall be deemed given by Seller.

(A)Subject to the provisions of Section 16(L), this Agreement will be binding upon and will inure to the benefit of Buyer and Seller and their respective successors and permitted assigns. Any indemnity in favor of a party also will benefit each person who holds a direct or indirect ownership interest in such party and the respective partners, investors, officers, directors, trustees, agents, employees, parent companies and affiliates of such party and such owners, and all such persons are third-party beneficiaries of this Agreement to the extent of their rights to indemnity under the related provision and may enforce that provision against Buyer or Seller, as applicable. The Title Company, Title Agent or Broker is not a third- party beneficiary of this Agreement, and the Title Company, Title Agent or Broker may not enforce this Agreement or any obligation under this Agreement.

(B)The Section headings contained in this Agreement are for convenience of reference only and are not intended to delineate or limit the meaning of any provision of this Agreement or be considered in construing or interpreting the provisions of this Agreement.

(C)This Agreement may be executed in any number of counterparts (including by means of facsimile or electronically scanned image or electronic signature and any signature so delivered shall be deemed to be an original signature hereto) with the same effect as if all parties had signed the same document. All counterparts shall be deemed an original, be construed together, constitute one and the same instrument and be the binding agreement of each party to the terms herein.

(D)This Agreement embodies the entire agreement and understanding between Buyer and Seller with respect to its subject matter and supersedes all prior agreements and understandings, written and oral, between Buyer and Seller related to that subject matter. At no time shall any prior or subsequent course of conduct by Seller or Buyer (other than as may be contained in any amendment or any writing executed
PURCHASE AND SALE AGREEMENT – Page 24

by the applicable party) directly or indirectly limit, impair or otherwise adversely affect any of the parties’ rights or obligations under this Agreement, constitute any waiver or modification of any provisions of this Agreement, or obligate the parties to agree to, or to negotiate or consider an amendment or modification to or a waiver of any obligation or rights of the parties under this Agreement. This Agreement and the obligations of the parties under this Agreement may be amended, waived and discharged only by an instrument in writing executed by the party against which enforcement of the amendment, waiver or discharge is sought. Joinder of the Title Company, Title Agent or Broker will not be necessary to make any amendment, waiver or discharge effective between Buyer and Seller.

(H)The determination that any provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of the remaining provisions or of that provision under other circumstances. Any invalid or unenforceable provision will be enforced to the maximum extent permitted by law.

(I)“Hazardous Materials” means (1) any substance that constitutes hazardous materials, hazardous waste or toxic waste within the meaning of any Environmental Law or that otherwise is subject to regulation under any Environmental Law and (2) regardless of whether it is so classified, any radioactive material, radon, asbestos, mold, any medical waste, polychlorinated biphenyls (PCB’s), lead-based paint, urea formaldehyde foam insulation, petroleum or petroleum derivatives. “Environmental Law” means any law relating to the protection of the environment or, to the extent related to environmental conditions, human health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended; the Hazardous Materials Transportation Act, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Federal Water Pollution Control Act, as amended; and similar laws of the State of Texas.

(J)The term “Effective Date” means the date first stated above. This Agreement will become effective between Buyer and Seller when it has been executed by Buyer and Seller, regardless of when or whether the Title Agent acknowledges receipt of the executed Agreement.

(K)This Agreement shall be construed under and governed by the laws of the State of Texas, without regard to choice-of-law rules of any jurisdiction. The parties agree to be subject to the personal jurisdiction of the courts of the State of Texas and that venue for any proceeding of any kind whatsoever, including mediation, arbitration or litigation, under or related to this Agreement is in Travis County, Texas, unless the Texas Rules of Civil Procedure mandate that venue is in the county in which the Real Property is located, and the parties waive the right to sue or be sued elsewhere.

(L)Buyer may assign or otherwise transfer its interest under this Agreement to any entities directly or indirectly controlling, controlled by or under common control with Buyer or in which Buyer or its affiliates or principals are investors, provided said assignees assume all obligations of Buyer under this Agreement and Buyer delivers a copy of the assignment to Seller executed by both Buyer and the assignee evidencing the assignment by the Buyer and assumption of the obligations of Buyer pursuant to this Agreement by the assignee. Upon any assignment by Buyer, Buyer shall be released from this Agreement and any obligations pursuant to this Agreement. As used in this Agreement, the term “Buyer” shall be deemed to include any permitted assignees, designees or other transferees of the initial Buyer identified herein. Seller may not assign or otherwise transfer its interest under this Agreement to any other person or entity. Except as otherwise provided in this Section the rights and obligations of the parties to this Agreement are not assignable and any assignment or transfer in violation of this Section 16(L) shall be void.

(M)Seller and Buyer each agrees (1) to keep this Agreement and the contents of all Diligence Documents confidential and to request its brokers, agents and representatives to keep same confidential and

PURCHASE AND SALE AGREEMENT – Page 25


(2)to not make any public announcements, press releases or similar disclosures with respect to the subject matter of this Agreement at any time without the written consent of the other party, provided that nothing contained in this Agreement shall prohibit disclosure of any matter to the extent required by law or order of any court or administrative agency or preclude Buyer or Seller from making disclosure to its agents, professionals, investors and prospective investors and lenders provided each agrees to keep the information provided to them confidential in accordance with the terms of this Section 16(M). The parties agree that before and after Closing, any press release or any other public document related to the Transaction will not contain the Purchase Price or any characterization of the Transaction as a sale at discount, a distressed sale or similar characterization (for sake of clarity, pursuant to the first sentence of this Section 16(M), any such press release or public document related to the Transaction would not be released or filed without the written consent of each Party hereto). Seller or Buyer shall not be liable for any breach or any damages of any kind whatsoever related to a violation of this Section 16(M) by any person or entity other than Seller or Buyer or their executive officers or key personnel as long as Seller or Buyer have complied with the confidentiality requirements in this Section 16(M) and all confidentiality requirements applicable to the terms of this Agreement. This Section 16(M) will survive the Closing or termination of this Agreement.

(N)If any date upon which an obligation is to be performed hereunder, or a period described herein expires, falls on a Saturday, Sunday, or other legal holiday observed by national banks in Austin, Texas, then the date for such performance or the expiration of such period, as applicable, shall be extended to the next following day which is not a Saturday, Sunday or such legal holiday. As used herein, “business day” means any day that is not a Saturday, Sunday or such legal holiday.

(O)BUYER AND SELLER EACH WAIVES RIGHT TO A JURY IN ANY LITIGATION IN CONNECTION WITH THIS AGREEMENT, THE PROPERTY, OR THE TRANSACTION. BUYER AND SELLER EACH ACKNOWLEDGES THAT THIS WAIVER HAS BEEN FREELY GIVEN AFTER CONSULTATION BY IT WITH COMPETENT COUNSEL. THIS SECTION 16(P) HAS BEEN INCLUDED ONLY FOR THE EVENT THAT, DESPITE THE PARTIES’ INTENTION, THE AGREEMENT TO ARBITRATE DISPUTES IS HELD TO BE INAPPLICABLE OR SUCH DISPUTE, CLAIM OR CAUSE OF ACTION IS MANDATED BY APPLICABLE LAW TO BE PURSUED IN A COURT PROCEEDING IN A COURT HAVING JURISDICTION, AND NOTHING IN THIS SECTION 16(P) IS INTENDED TO QUALIFY THE PARTIES’ AGREEMENT TO ARBITRATE ALL DISPUTES. THE PROVISIONS OF THIS SECTION 16(P) SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.

(P)Buyer and Seller agree that, at either party’s election, this Transaction may be structured as an exchange of like-kind properties under Section 1031 of the IRS Code, and the regulations and proposed regulations thereunder. Any facilitator or intermediary for such exchange is or shall be a permitted assignee under Section 16(L) of this Agreement. The parties agree that such election must be made at least ten (10) days prior to the Closing Date. If such an election is made by one of the parties hereto, the non- electing party shall reasonably cooperate with the electing party, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Buyer and Seller and which shall be executed and delivered on or before the Closing Date. The electing party shall in all events be responsible for all costs and expenses related to the Section 1031 exchange and shall fully indemnify, defend and hold the non-electing party harmless from and against any and all liability, claims, damages, expenses (including attorneys’ fees), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such 1031 exchange that would not have been incurred by the non-electing party if the Transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Buyer. Despite anything to the contrary contained in this Section 16(Q), (i) any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that the non-electing party shall in no event be requested or required to acquire title to any property other than the Property, (ii) in no event shall the non-electing party be obligated

PURCHASE AND SALE AGREEMENT – Page 26


to undertake any obligations or liabilities that it would not have had if the electing party did not elect to structure the Transaction as an exchange of like-kind properties under Section 1031 of the IRS Code, and
(iii) in no event shall any such Section 1031 exchange delay or be a condition to Closing.

(Q)Seller agrees that, if Closing occurs, it will indemnify, defend and hold harmless Buyer from and against any claim by a third-party and related loss, damage, liability, obligation, suit, cause of action, judgment, settlement, penalty, fine or cost or expense (including fees and disbursements of attorneys and other professionals and court costs) to the extent arising out of or related to (1) any personal injury or property damage suffered by a third party as a result of activities on the Real Property which occur before Closing during the period in which Seller owned the Property, (2) failure of Seller to perform any obligation under any Lease or Service Contract prior to Closing or (3) misapplication of Security Deposits prior to Closing. Buyer agrees that, if Closing occurs, it will indemnify, defend and hold harmless Seller from and against any claim by a third-party and related loss, damage, liability, obligation, suit, cause of action, judgment, settlement, penalty, fine or cost or expense (including fees and disbursements of attorneys and other professionals and court costs) to the extent arising out of or related to (1) any personal injury or property damage suffered by a third party as a result of activities on the Real Property which occur on or after Closing, (2) failure of Buyer to perform any obligation under any Lease or Service Contract from and after Closing, or (3) failure to properly apply Security Deposits for which Buyer receives a credit at Closing. The provisions of this Section 16(R) shall survive Closing but only for a period of six (6) months and no claim shall be allowed under this Section 16(R) unless written notice of the claim is delivered by the claimant to the other party within such six (6) month period.

(R)Buyer and Seller each represent and warrant that legal counsel for both parties participated in the preparation and negotiation of this Agreement and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party may not be employed in the interpretation of this Agreement or any amendments to this Agreement.

(S)The individuals respectively executing this Agreement on behalf of Seller and Buyer are doing so in their respective representative capacities only, solely as a representative of Seller or Buyer, as applicable, and any liability resulting hereunder based upon the actions of such individual shall merely be that of Seller or Buyer, as applicable, and not such individual.

(T)Time is of the essence with respect to this Agreement.

(U)No representations, warranties or covenants of Buyer or Seller pursuant to this Agreement shall survive Closing or any termination of this Agreement, except as otherwise expressly provided in this Agreement.

(V)Section 6045(e) of the IRS Code and the regulations promulgated thereunder (herein collectively called the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. Title Agent is either (i) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (ii) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). Accordingly:

(1)Title Agent is hereby designated as the “Reporting Person” (as defined in the Reporting Requirements) for the Transaction. Title Agent shall perform all duties that are required by the Reporting Requirements to be performed by the Reporting Person for the Transaction.

PURCHASE AND SALE AGREEMENT – Page 27


(2)Seller shall furnish to Title Agent, in a timely manner, any information requested by Title Agent and necessary for Title Agent to perform its duties as Reporting Person for the transaction.

(W)The following exhibits and schedules are attached hereto and made a part hereof for all purposes.

Exhibit A    Legal Description of the Land Exhibit B    Personal Property of Seller Exhibit C    Rent Roll
Exhibit D    Service Contracts Exhibit E    Warranties
Exhibit F    Special Warranty Deed
Exhibit G    Bill of Sale and General Assignment Exhibit H    Assignment and Assumption of Leases Exhibit I    Notice to Tenants
Exhibit J    Notice to Vendors
Exhibit K    Certificate of Non-Foreign Status Exhibit L    Seller’s Reconfirmation Certificate Exhibit M    Design Contracts
Exhibit N    Plans and Specifications
Exhibit N-1    Example of Space Plan/Buildout for Affiliate Tenant Premises Exhibit O    Construction Contracts
Exhibit P    Materials Contracts Exhibit Q    Litigation
Schedule 1    Accepted Service Contracts Schedule 2    Schedule of Exception Matters Schedule 3    Insurance Coverage Requirements


17.Escrow Agreement. At Closing, a portion of the Purchase Price in an amount of One Million and No/100 Dollars ($1,000,000.00) shall be retained in escrow pursuant to the terms of the Escrow Agreement among Seller, Buyer and Title Agent, or another escrow agent mutually acceptable to Seller and Buyer. The escrowed amount will be held (i) to pay for completion of any punch-list items or any items under warranty (including the warranty described in Section 19 below) that are not promptly performed, constructed, assembled, replaced or repaired by Seller (whether directly or by any applicable Contractor),
(ii) to pay for any mechanic’s, contractor’s or materialman’s lien claims that Seller fails or refuses to pay, or (iii) to pay for any damages that Buyer may incur or become subject to because of any breach of any obligation of or warranty or representation by Seller. The initial punch-list items shall be mutually determined by Seller and Buyer, or if the parties cannot mutually agree, by an independent architect, engineer, or construction manager or consultant mutually agreeable to the parties, at or within sixty (60) days after Closing, provided that the punch-list items may be supplemented from time to time for the entire term of the Escrow Agreement. Provided that there are not any claims outstanding, the escrowed amount shall be automatically reduced to Five Hundred Thousand and No/100 Dollars ($500,000.00) on the date that is six (6) months after the Closing Date, and the balance of the escrowed amount in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) shall be returned to Seller. Provided that there are not any claims outstanding, any balance then remaining in such escrow account at the first anniversary of the Closing shall be returned to Seller. If at any of the preceding dates, there are claims outstanding, any return of funds will be postponed until such claims are finally resolved. Provided that Buyer does not terminate this Agreement prior to the expiration of the Feasibility Period, Buyer and Seller and Title Agent, or other escrow agent, shall cooperate in good faith and act diligently to negotiate all the terms of the Escrow Agreement as soon as possible after the end of the Feasibility Period, and in all events, at least fifteen (15)

PURCHASE AND SALE AGREEMENT – Page 28


days prior to projected Closing Date. At Closing, Seller, Buyer and Title Company Title Agent or other escrow agent mutually acceptable to Seller and Buyer, shall enter into and exchange counterparts of the Escrow Agreement.

18.Lease for Seller’s Affiliate. Elevate Growth Partners, LLC (referred to as “Affiliate Tenant”), shall enter into a lease agreement (referred to as the “Affiliate Tenant Office Lease”), which shall be substantially in the same form as that certain Office Lease (the “Hippo Lease”), dated July 2, 2020, between Hippo Analytics, Inc., as tenant, and Elevate Sabine Investors, L.P. (as assignee from Elevate Sabine, LLC as the original landlord), as landlord), for the lease of the first floor (non-lobby) area of the Office Building Development as the premises (the “Affiliate Tenant Premises”), for a four (4) year term, at $43.00 per square foot base rent, with each of the first six (6) months and the last six (6) months of the term being free of the base rent. The Affiliate Tenant Office Lease effective date will be the same as the Closing Date and the commencement date will be the earlier of (i) substantial completion of any tenant finish-out, or (ii) October 1, 2022, and on such date without regard to whether or not any tenant finish-out is completed, any certificate of occupancy is issued, or any other condition to occupancy remains outstanding. The Affiliate Tenant Premises will be shell space, without any tenant finish-out or any allowance from Buyer for construction of any tenant finish-out, and all tenant finish-out will be constructed at the sole cost of Affiliate Tenant. The tenant finish-out will be completed as promptly as possible. The tenant finish-out will be of the quality, character, design consistent with the balance of space in the office building of the Improvements (“Consistent Quality”), and the plans and specifications, design and finishes will be subject to the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer may consult with its architect, engineer, design professional, construction or development consultant or other agent or consultant in providing its consent to such plans. In the event of any dispute between Affiliate Tenant or Seller and Buyer regarding whether the tenant finish-out is complete or of Consistent Quality, the parties shall promptly and diligently attempt to, and in all events, within ten (10) business days after such dispute arose, reach a mutually agreeable resolution of the disputed matters. In the event that the parties cannot reach a cannot mutually agreeable resolution of the dispute within such ten (10) business days, then (i) one or more of Seller’s Design Consultants, as designated by Seller, and (ii) one or more of Buyer’s representatives, which are acting in similar roles for Buyer as the Seller’s Design Consultants, as designated by Buyer, shall promptly and diligently attempt, and in all events, within ten (10) business days after the dispute is not mutually resolved by Seller and Buyer, to reach a mutually agreeable resolution of the disputed matters. In the event the parties’ consultants cannot reach a cannot mutually agreeable resolution of the dispute within such ten (10) business days, then the parties’ consultants shall, within three
(3)additional business days, choose a single independent third party design consultant and such design consultant shall promptly and diligently, and in all events, within ten (10) business days after accepting such engagement, provide a determination of that the tenant finish-out is complete and of Consistent Quality or a description of the matters which shall be completed in order for the tenant finish-out to be complete and of Consistent Quality. The determination of the third-party design consultant shall be binding on the parties. Each party shall pay the fees and costs of (i) its own design consultant, and (ii) one-half (1/2) of the independent third-party design consultant. Buyer and Seller and Affiliate Tenant shall cooperate in good faith and act diligently to negotiate all the terms of the Affiliate Tenant Office Lease prior to the expiration of the Feasibility Period, and in all events, at least fifteen (15) days prior to projected Closing Date. It is a condition to the obligation of Buyer to close this purchase and sale transaction that Affiliate Tenant enter into the Affiliate Tenant Office Lease at or before the Closing and the failure or refusal of Affiliate Tenant to timely do so (provided that Buyer performs as required herein) shall be deemed a default by Seller under this Agreement.

PURCHASE AND SALE AGREEMENT – Page 29


19.Improvements Warranty. At Closing, Seller will provide to Buyer a written warranty and agreement to complete any punch-list items, to repair or replace any of the Improvements or any part or component of same, which are defective, were not constructed in accordance with the Plans and Specifications, or which fail for any reason, and an indemnity of Buyer for any damages which Buyer may incur or which may accrue related to any matter under the warranty. Provided that Buyer does not terminate this Agreement prior to the expiration of the Feasibility Period, Buyer and Seller shall cooperate in good faith and act diligently to negotiate all the terms of the warranty agreement as soon as possible after the end of the Feasibility Period, and in all events, at least fifteen (15) days prior to projected Closing Date.


[The remainder of this page is blank. The parties’ signatures are on the following pages.]

C:\9329.0001 - Spinnaker Ins Co - Austin Office Bldg\Contract\PSA - Waterloo Central V6 (1.31.2022).docx
PURCHASE AND SALE AGREEMENT – Page 30

SELLER:

ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner

By:
Name:Chris Skyles
Title:Manager



Date:    February     , 2022, but effective as of the Effective Date.

PURCHASE AND SALE AGREEMENT – Page 31


BUYER:

SPINNAKER INSURANCE COMPANY,
an Illinois licensed insurance company

By:
Name:
Title:




Date:    February     , 2022, but effective as of the Effective Date.

PURCHASE AND SALE AGREEMENT – Page 32


JOINDER BY TITLE COMPANY

Stewart Title Company of Austin, LLC (1) acknowledges receipt of this Agreement, executed on behalf of Seller and Buyer and (2) agrees to hold in escrow and deliver strictly in accordance with this Agreement all documents and funds delivered to it in escrow pursuant to this Agreement.

TITLE COMPANY:

STEWART TITLE COMPANY OF AUSTIN, LLC


By:      Name:      Title:     



Date:    February     , 2022, but effective as of the Effective Date.
PURCHASE AND SALE AGREEMENT – Page 33

EXHIBIT A

LEGAL DESCRIPTION OF THE LAND


BEING ALL OF LOT 8. BLOCK 37 OF THE ORIGINAL CITY OF AUSTIN, TRAVIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT ON FILE IN THE GENERAL LAND OFFICE OF THE STATE OF TEXAS


[TO BE UPDATED AT CLOSING FOR THE DEED.]
EXHIBIT A TO PURCHASE AND SALE AGREEMENT – Page 1

EXHIBIT B

PERSONAL PROPERTY OF SELLER





[TO BE UPDATED AT CLOSING FOR THE BILL OF SALE.]
EXHIBIT B TO PURCHASE AND SALE AGREEMENT – Page 1

EXHIBIT C

RENT ROLL


[Attached]
EXHIBIT C TO PURCHASE AND SALE AGREEMENT – Page 1

Waterloo Central Rent Roll
2/24/2022
MonthlyAnnual
Monthly NNN Recovery
.........Future
Rent Increases……...
Suite #    Occupant Name
Rent Start
ExpirationNRSF
Base Rent
Base PSF
(est)
Date
Monthly Amount
PSF
100    Elevate Growth Partners
10/1/20229/30/20264,392$15,738.00$43.00
$4,758.00
10/1/2023
$16,210.14
$44.29
10/1/2024
$16,696.44
$45.62
10/1/2025
$17,197.34
$46.99

Notes
The first 6 months and last 6 months of the term are $0/SF Base rent, during which time TT still has full responsibility for NNNs
NRSF is approximate; it is to be re-measured upon completion pursuant to BOMA 2019, (identical to BOMA remeasurement language in Hippo Lease) NNNs are subject to change when the City right-sizes property taxes (property is currently assessed at $1.5M).
Starting in 2022 or 2023 NNNs will likely increase to more in the $18/SF range and grow 3-5% annually from there.
Elevate used Morrison & Head to fight our property taxes; there is a requirement in the Hippo lease that owner engage a similar firm annually to keep taxes low Current NNNs are written in here at $13/NRSF; the $13/SF estimate is called out in Hippo lease and thus repeated here, but is likely conservative

200
Hippo Insurance
8/1/20227/31/2030
31,700 $110,950.00
$42.00$34,341.67
7/31/2023
$114,278.50
$43.26
7/31/2024
$117,706.86
$44.56
7/31/2025
$121,238.06
$45.89
7/31/2026
$124,875.20
$47.27
7/31/2027
$128,621.46
$48.69
7/31/2028
$132,480.10
$50.15
7/31/2029
$136,454.51
$51.65
Notes
The first 4 months of Hippo's lease are $0/SF Base rent
NRSF is estimated/called out as 31700 in Hippo lease, but will be remeasured per BOMA 2019 standards upon completion NNNs are called out at $13/SF currently as that is what is called out in Hippo's lease, but are only estimates.
Hippo has 1X 5 year extension, at "market rate", which would extend the Hippo lease to July/August 2035







Total Waterloo Central Rent Roll:    NRSF    % Total


Monthly Base Rent


Average Base PSF


Monthly NNN Recovery (est)
Leased NRSF:    36,092    100% $126,688.00    $42.12
Vacant NRSF:    0    0%    0
Total NRSF:    36,092    100% $126,688.00    $42.12

$39,099.67

$39,099.67


EXHIBIT D

SERVICE CONTRACTS



1.Monitoring System Agreement dated February 14, 2022 by and between Firetrol Protection Systems, Inc. (Contractor) and Elevate Sabine Investors, LP (Customer).
EXHIBIT D TO PURCHASE AND SALE AGREEMENT – Page 1

EXHIBIT E

WARRANTIES



[TO BE UPDATED AT CLOSING FOR THE BILL OF SALE.]
EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2

EXHIBIT F

FORM OF SPECIAL WARRANTY DEED



NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.


SPECIAL WARRANTY DEED

THE STATE OF TEXAS    §
§
COUNTY OF         §

Elevate Sabine Investors LP, a Texas limited partnership (“Grantor”), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it in hand paid by Spinnaker Insurance Company, an Illinois licensed insurance company (“Grantee”), whose address is 1 Pluckemin Way #102, Bedminster, New Jersey 07921, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee the tract(s) of land described on Exhibit A attached hereto, together with all of Grantor’s right, title, and interest in and to all related rights, easements, privileges, hereditaments and appurtenances pertaining to or benefitting said real property, including all right, title and interest of Grantor in and to all adjacent streets, alleys, rights-of-way, buildings, structures, and other improvements located on such land (collectively, the “Property”).

This conveyance is made and accepted subject and subordinate to those encumbrances and exceptions (the “Permitted Exceptions”) set forth on Exhibit B attached hereto.

TO HAVE AND TO HOLD the Property, unto Grantee, its successors and assigns forever, and Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and its successors and assigns against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise, subject to the Permitted Exceptions.

Grantee by its acceptance of this Special Warranty Deed shall be deemed to consent to all of the terms and provisions hereof.

[The remainder of this page is blank. The Grantor’s signature is on the following page.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


IN WITNESS WHEREOF, this special warranty deed has been executed by Grantor to be effective as of     , 2022.

GRANTOR:

ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner

By:
Name:Chris Skyles
Title:Manager



THE STATE OF TEXAS    §
§ COUNTY OF     §

This instrument was acknowledged before me on the day of , 2022, by Chris Skyles, the Manager of Elevate Sabine GP, LLC, a Texas limited liability company, the general partner of Elevate Sabine Investors LP, a Texas limited partnership, on behalf of said entities.


_______________________________________
Notary Public’s Signature


(Personalized Seal)



After Recording, Return To:

Spinnaker Insurance Company 1 Pluckemin Way #102
Bedminster, NJ 07921
Attn: Chief Executive Officer

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

[Type or attach the legal description.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT B

PERMITTED EXCEPTIONS

[Type or attach the Permitted Exceptions.]
EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2

EXHIBIT G

FORM OF BILL OF SALE AND GENERAL ASSIGNMENT



BILL OF SALE AND GENERAL ASSIGNMENT

This Bill of Sale and General Assignment (this “Bill of Sale”) is executed and delivered by and between Elevate Sabine Investors LP, a Texas limited partnership (“Assignor”), and Spinnaker Insurance Company, an Illinois licensed insurance company (“Assignee”), in light of the following recitals which are made a part hereof for all purposes.

RECITALS:

A.Assignor or its predecessors in title own certain personal property and have heretofore entered into certain contracts relating to the operation and maintenance of the office development located on the Real Property.

B.As used in this Bill of Sale, the following terms shall have the following meanings:

(i)“Real Property” means and refers to that certain parcel of land (the “Land”) described on Exhibit A attached hereto, together with all improvements (the “Improvements”) thereon and all rights and appurtenances pertaining thereto;

(ii)“Office Building Development” means and refers to that certain office development commonly known as “Waterloo Central” situated upon the Real Property;

(iii)“Personal Property” means collectively, the tangible personal property described on the attached Exhibit B, together with all other furniture, appliances, personal property, machinery, apparatus, equipment, and other tangible personal property and fixtures located on or used in the ownership, operation, repair and maintenance of the Real Property which is owned by Assignor;

(iv)“Contracts” means and refer to all contracts and agreements relating to the Property listed on the attached Exhibit C;

(v)“Intangibles” means and refers to all right, title and interest of Assignor in and to the following to the extent assignable: (a) all transferable permits, licenses, approvals, utility rights and similar rights related to the Real Property, if any, whether granted by governmental authorities or private persons, (b) all telephone numbers now serving the Office Building Development, and (c) all domain names and Uniform Resource Locator/URLs exclusively associated with the Office Building Development.

(vi)“Names” means the names “Waterloo Central Office Building”, “Waterloo Central”, and all variants thereof, and any logo embodying any such name;

(vii)“Retained Assets” means (i) computer software; (ii) rights to any websites, other than as specifically set forth herein; (iii) any furniture, equipment, appliances or other personal property owned by tenants or other third parties; and (iv) items of personal property or intangible property owned by Assignor or its property manager and used in connection with the Real Property, Personal Property, existing leases or leases and the business related to same as part of Seller’s or its property managers administrative office’s integrated systems of ownership, management and/or operations of office building

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


developments or projects, such as, by way of example and without limitation, computer and phone system software, corporate licenses, and management and financial reporting systems and software, websites, Uniform Resource Locator/URL and email addresses.

(viii)“Assigned Intangibles” means the Intangibles, save and except the Retained
Assets.

(ix)“Warranties” means and refers to all warranties, indemnities and guarantees of any kind whatsoever, express or implied, issued or arising in connection with or relating to the Improvements or the Personal Property which remain in effect as of the date hereof, if any, including, without limitation, those items as set forth on Exhibit D attached hereto, which include any of same (a) under any construction contracts, written or oral, and as modified or supplemented from time to time (collectively, the “Construction Contracts”), between Assignor and any general contractor or subcontractor, of any tier whatsoever (collectively, the “Construction Contractors”), (b) under any contracts, written or oral, and as modified or supplemented from time to time (collectively, the “Design Contracts”), between Assignor and any architect, design professional, engineer, planner, construction manager or supervisor, decorator, stylist, consultant, or any other person or entity with whom Assignor contracted for the providing of planning, design, architectural, engineering or other similar services relating to the Improvements (collectively, the “Design Consultants”), or (c) under any contracts, written or oral, and as modified or supplemented from time to time (collectively, the “Materials Contracts”), related to any materials, whether or not same were specially fabricated (collectively, the “Materials”), incorporated into the Improvements or Real Property.

(x)“Approvals” means and refers to (a) written licenses, permits, governmental building inspection approvals, certificates of occupancy, and entitlements issued, approved or granted by any applicable governmental authorities in connection with the Real Property, and (b) written licenses, consents, easements, rights of way and approvals obtained from private parties to make use of utilities and to provide vehicular and pedestrian ingress and egress for the Real Property, if and to the extent transferrable without third party consent or cost or liability to Assignor.

C.Subject to the terms of this Bill of Sale, Assignee desires to purchase and assume from Assignor, and Assignor desires to sell and assign to Assignee, Assignor’s right, title and interest in and to the Personal Property, Leases, Contracts and Assigned Intangibles.

NOW, THEREFORE, for and in consideration of the premises and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration delivered by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, the parties agree as follows:

1.Subject to the terms of this Bill of Sale, Assignor does hereby assign, transfer, set over, deliver and convey unto Assignee all right, title and interest of Assignor and Assignee hereby accepts, all right, title and interest of and assumes all obligations of Assignor in and to the Personal Property, Contracts, Names, Assigned Intangibles, Warranties and Approvals from and after the date hereof.

2.It is specifically agreed that Assignor shall not be responsible (and Assignee shall be responsible) to the contracting parties under the Contracts for the obligations of Assignor under the Contracts accruing from and after the date hereof. It is specifically agreed that Assignee shall not be responsible (and Assignor shall be responsible) to the contracting parties under the Contracts for the obligations of Assignor under the Contracts accruing prior to the date hereof.

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


3.All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


[The remainder of this page is blank. The parties’ signatures are on the following pages.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


IN WITNESS WHEREOF, this Bill of Sale has been executed by Assignor and Assignee to be effective as of     , 2022.

ASSIGNOR:


ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner


By:         Name: Chris Skyles
Title:    Manager

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


IN WITNESS WHEREOF, this Bill of Sale has been executed by Assignor and Assignee to be effective as of     , 2022.

ASSIGNEE:


SPINNAKER INSURANCE COMPANY,
an Illinois licensed insurance company


By:      Name:      Title:     

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT A

LEGAL DESCRIPTION OF THE REAL PROPERTY

[Type or attach the legal description.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT B

PERSONAL PROPERTY

[Type or attach a list of Personal Property.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT C

CONTRACTS

[Type or attach a list of Contracts.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT D

WARRANTIES

[Type or attach a list of Warranties.]
EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2

EXHIBIT H

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES



ASSIGNMENT AND ASSUMPTION OF LEASES

This Assignment and Assumption of Leases (this “Assignment”) is executed and delivered by and between Elevate Sabine Investors LP, a Texas limited partnership (“Assignor”), and Spinnaker Insurance Company, an Illinois licensed insurance company (“Assignee”), in light of the following recitals which are made a part hereof for all purposes.

RECITALS:

A.Assignor or its predecessors in title have heretofore entered into certain leases relating to the occupancy of the office development located on the Real Property.

B.As used in this Assignment, the following terms shall have the following meanings:

(i)“Real Property” means and refers to that certain parcel of land described on Exhibit A attached hereto, together with all improvements thereon and all rights and appurtenances pertaining thereto;

(ii)“Office Building Development” means and refers to that certain office development commonly known as “Waterloo Central” situated upon the Real Property;

(iii)“Leases” means those leases and rental agreements permitting occupancy or use of space on the Real Property as reflected in the rent roll attached hereto as Exhibit B;

(iv)“Security Deposits” means cash security deposits, “net lease” deposits or escrows (such as for taxes, insurance, utilities or common area maintenance), or other deposits or escrows of any kind whatsoever under the Leases, and unearned prepaid rent or other payments from tenants, not heretofore forfeited, credited or returned to the tenants, as may be more particularly described in the rent roll attached hereto as Exhibit B.

C.Subject to the terms of this Assignment, Assignee desires to purchase and assume from Assignor, and Assignor desires to sell and assign to Assignee, Assignor’s right, title and interest in and to the Leases and the Security Deposits.

NOW, THEREFORE, for and in consideration of the premises and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration delivered by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, the parties agree as follows:

1.Subject to the terms of this Assignment, Assignor does hereby assign, transfer, set over, deliver and convey unto Assignee all right, title and interest of Assignor and Assignee hereby accepts, all right, title and interest of and assumes all obligations of Assignor in and to the Leases and the Security Deposits.

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


2.By accepting this Assignment and by its execution hereof, Assignee hereby assumes and agrees to perform and discharge all of the duties and obligations to be performed or discharged by Assignor under the Leases as landlord or lessor or otherwise, accruing after the date hereof, but not prior thereto, including, but not limited to, the obligation to repay or account for, in accordance with the terms of the Leases, any and all Security Deposits hereby transferred to Assignee.

3.It is specifically agreed that Assignor shall not be responsible (and Assignee shall be responsible) to the tenants or lessees under the Leases for the obligations of landlord or lessor under the Leases accruing from and after the date hereof. It is specifically agreed that Assignee shall not be responsible (and Assignor shall be responsible) to the tenants or lessees under the Leases for the obligations of landlord or lessor under the Leases accruing prior to the date hereof.

4.All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


[The remainder of this page is blank. The parties’ signatures are on the following pages.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


IN WITNESS WHEREOF, this Assignment has been executed by Assignor and Assignee to be effective as of     , 2022.

ASSIGNOR:


ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner


By:         Name: Chris Skyles
Title:    Manager

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


IN WITNESS WHEREOF, this Assignment has been executed by Assignor and Assignee to be effective as of     , 2022.

ASSIGNEE:


SPINNAKER INSURANCE COMPANY,
an Illinois licensed insurance company


By:         Name:              Title:            

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT A

LEGAL DESCRIPTION OF THE REAL PROPERTY

[Type or attach the legal description.]

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


EXHIBIT B

LEASES

[Type or attach a list of Leases or Rent Roll.]
EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2

EXHIBIT I

FORM OF NOTICE TO TENANTS


NOTICE TO TENANTS

    , 2022

RE: Sale of Waterloo Central, located at 701 E. 5th Street, Austin, Texas 78701 (the “Property”) Dear Tenant:
This letter is to inform you that Spinnaker Insurance Company, an Illinois licensed insurance company (“New Owner”) purchased the Property from Elevate Sabine Investors LP, a Texas limited partnership (“Former Owner”). All of Former Owner’s interest as lessor under your lease and your prepaid rent, security and other deposits (if any) were assigned to New Owner and New Owner is now the landlord under the lease. All of Former Owner’s rights and obligations under your lease were assigned to New Owner, which New Owner is now the landlord under the lease and has assumed all of such rights and obligations under the lease which may accrue on or after the date of this letter. has been chosen by New Owner to manage the Property and will now be servicing your rental.

Please make all future rental payments to “    ” at the rental office located on the Property.

Should you have any questions or concerns regarding your rental please visit the on-site manager at the Property or call     representative,     . at (    )     -    .


NEW OWNER:

_
SPINNAKER INSURANCE COMPANY,
an Illinois licensed insurance company


By:         Name:              Title:            

EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2


ACKNOWLEDGEMENT OF TRANSFER BY FORMER OWNER:

FORMER OWNER:


ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner


By:         Name: Chris Skyles
Title:    Manager
EXHIBIT E TO PURCHASE AND SALE AGREEMENT – Page 2

EXHIBIT J

FORM OF NOTICE TO VENDORS


NOTICE TO VENDORS



    , 2022

Name of Vendor:         Address of Vendor:          Title of Contract:         Date of Contract:        

RE: Sale of Waterloo Central, located at 701 E. 5th Street, Austin, Texas 78701 (the “Property”) and assignment and assumption of the Contract between Elevate Sabine Investors LP, a Texas limited partnership (“Former Owner”) and Vendor

Dear Vendor:

This letter is to inform Vendor that Spinnaker Insurance Company, an Illinois licensed insurance company (“New Owner”) purchased the Property from Former Owner and the Contract has been assigned to New Owner. All of Former Owner’s rights and obligations under Vendor’s Contract described above were assigned to New Owner, which New Owner is now the customer under the Contract and has assumed all of such rights and obligations under the Contract which may accrue on or after the date of this letter. has been chosen by New Owner to manage the Property and will now be the contact for Vendor under your Contract.

Please send all future invoices to “    ” at the rental office located on the Property.

Should you have any questions or concerns regarding your Contract please call the manager’s representative,     . at ( ) - .

Sincerely,

NEW OWNER:


SPINNAKER INSURANCE COMPANY,
an Illinois licensed insurance company


By:         Name:              Title:            
EXHIBIT J TO PURCHASE AND SALE AGREEMENT – Page 1

ACKNOWLEDGEMENT OF TRANSFER BY FORMER OWNER:

FORMER OWNER:


ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner


By:         Name: Chris Skyles
Title:    Manager


By:      Name:      Title:     
EXHIBIT J TO PURCHASE AND SALE AGREEMENT – Page 2

EXHIBIT K

FORM OF CERTIFICATE OF NON-FOREIGN STATUS


CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code of 1986, as amended (the “IRS Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a “Foreign Person” as defined by the IRS Code. For U.S. tax purposes, the owner of a Disregarded Entity, which has legal title to a U.S. real property interest under local law, will be the transferor of the property and not the disregarded entity. As used herein, “Disregarded Entity” has the same meaning as defined in Section 1.1445- 2(b)(2)(iii) of the IRS Code. To inform the transferee that withholding of tax is not required upon the disposition of the U.S. real property interests owned by Elevate Sabine Investors LP, a Texas limited partnership (“Transferor”), the undersigned, as Transferor, hereby certifies the following:

1.Transferor is not a foreign person (as that term is defined in the IRS Code and applicable income tax regulations);

2.Transferor is not a Disregarded Entity.

3.Transferor’s U.S. employer identification number is 85-1862476; and

4.Transferor’s office address is:

Elevate Sabine Investors LP 901 W. 9th Street, Suite 110
Austin, Texas 78703 Attn:    Chris Skyles


Executed as of     , 2022.

TRANSFEROR:


ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner


By:         Name: Chris Skyles
Title:    Manager
EXHIBIT K TO PURCHASE AND SALE AGREEMENT – Page 1

EXHIBIT L

FORM OF SELLER’S RECONFIRMATION CERTIFICATE


SELLERS’ RECONFIRMATION CERTIFICATE


Elevate Sabine Investors LP, a Texas limited partnership (“Seller”), hereby certifies to Spinnaker Insurance Company, an Illinois licensed insurance company (“Buyer”), that (i) the representations and warranties of Seller contained in Section 9A of that certain Purchase and Sale Agreement (the “Agreement”) dated on or about , 2022, between Seller and Buyer, are true and correct as of the date set out below as if remade on the date set forth below; provided that the Rent Roll described in Section 9(A)(6) of the Agreement is amended to refer to the current Rent Roll dated on or within ( ) days prior to the date of this Certificate a copy of which is attached to that certain Assignment and Assumption of Leases of even date herewith between Seller and Buyer, and (ii) that Seller is not in default of any of its obligations under the Agreement.

Executed effective as of     , 2022.

[The remainder of this page is blank. The party’s signature is on the following page.]

EXHIBIT K TO PURCHASE AND SALE AGREEMENT – Page 1


Executed by as of the date first stated above.

SELLER:


ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
a Texas limited liability company, its general partner


By:         Name: Chris Skyles
Title:    Manager
EXHIBIT K TO PURCHASE AND SALE AGREEMENT – Page 1

EXHIBIT M

DESIGN CONTRACTS


1.Proposal dated July 13, 2019 by and between Wantman Group, Inc. and Elevate Sabine, LLC.
2.Proposal dated July 26, 2019 by and between Wantman Group, Inc. and Elevate Sabine, LLC.
3.Revised 701 East 5th Street Proposal dated August 15, 2019 by and between Runa Workshop, LLC and Elevate Sabine, LLC.
4.Interior Design, AEGB 1 Star Proposal dated August 10, 2020 by and between Runa Workshop, LLC and Elevate Sabine Investors, LP.
5.Proposal dated December 11, 2020 by and between WGI, Inc and Elevate Sabine, LLC.
6.Construction Materials Testing and Observation Proposal dated February 2, 2021 by and between Professional Service Industries, Inc. and Elevate Sabine Investors, LP.
7.Urbanspace Interiors Design Services Contract dated September 10, 2021 by and between Urbanspace Interiors and Elevate Sabine Investors LP.
8.Letter of Agreement for Interior Design Services dated January 14, 2022 by and between S. Tipton Studio, LLC and Elevate Growth Partners.
9.Proposal dated February 3, 2022 by and between WGI, Inc and Elevate Sabine Investors, LP.
EXHIBIT M TO PURCHASE AND SALE AGREEMENT – Page 1

EXHIBIT N

PLANS AND SPECIFICATIONS


1.701 E. 5th Street – Schematic Design 09.27.2019 prepared by Runa Workshop, LLC.
2.Waterloo Central – Design Development 06.26.2020 prepared by Runa Workshop, LLC.
3.Waterloo Central – Construction Documents 09.07.2020 prepared by Runa Workshop, LLC.
4.Waterloo Central Project Manual – Specifications for 100% CD (September 7th, 2020) prepared by Runa Workshop, LLC.
5.Site Development Plan for 701 East 5th Street.
6.Renderings of Waterloo Central.
7.Associated Revision Issuance Documentation for Waterloo Central.
8.Hippo Insurance Office – Schematic Design Presentation 09.02.2020 prepared by Runa Workshop, LLC.
9.Hippo Insurance Office – All Hands Presentation.
10.Hippo Insurance Office – Design Development 09.23.2020 prepared by Runa Workshop, LLC.
11.Hippo Insurance Office - Design Development Materials prepared by Runa Workshop, LLC.
12.Hippo Insurance Office – Construction Documents 11.20.2020 prepared by Runa Workshop, LLC.
13.Renderings of Hippo Insurance Office.
14.Association Revision Issuance Documentation for Waterloo Central.


image_3a.jpg







EXHIBIT N-1


EXAMPLE OF SPACE PLAN/BUILDOUT FOR AFFILIATE TENANT PREMISES


image_4a.jpg


EXHIBIT O

CONSTRUCTION CONTRACTS


1.AIA Document A102 – 2017 dated January 26, 2021 by and between Elevate Sabine Investors, LP and Flintco, LLC.
2.Pre-Construction Services Agreement dated March 5, 2020 by and between Elevate Sabine Investors, LP and Flintco, LLC.
3.AIA Document G701 – 2017 (Change Order) dated November 23, 2020 by and between Elevate Sabine Investors, LP and Flintco, LLC.


EXHIBIT P

MATERIALS CONTRACTS


None, except as otherwise may be set forth in the Construction Contracts.
EXHIBIT P TO PURCHASE AND SALE AGREEMENT – Page 1

EXHIBIT Q

LITIGATION


None.
EXHIBIT Q TO PURCHASE AND SALE AGREEMENT – Page 1

SCHEDULE 1

ACCEPTED SERVICE CONTRACTS


1. Monitoring System Agreement dated February 14, 2022 by and between Firetrol Protection Systems, Inc. (Contractor) and Elevate Sabine Investors, LP (Customer).
SCHEDULE 1 TO PURCHASE AND SALE AGREEMENT – Page 1

SCHEDULE 2

EXCEPTION MATTERS


[Type or attach a list of any Exception Matters. If there is not anything on this Schedule 2 relating to any Exception Matter, Seller is representing that Seller has no actual knowledge of such Exception Matter.]

Section 9(A)(23) – The Real Property is subject to possible dues, taxes or assessments that are imposed by (or may be imposed) by the Austin Independent School District, City of Austin, Travis County, Travis Central Appraisal District, Travis Central Health, Downtown Public Improvement District, Travis County Healthcare District, Waller Creek TIF, Austin Community College District and the Downtown Austin Alliance, and such other entities or associations as may be further disclosed to Buyer.
SCHEDULE 2 TO PURCHASE AND SALE AGREEMENT – Page 1

SCHEDULE 3

CONTINUING INSURANCE COVERAGES

The following insurance coverages will be in place on the Effective Date of this Agreement and continue after Closing for the indicated periods, or if no period is specified, for at least six (6) months after the Closing, and Buyer shall be named as an additional insured on such coverages:

Builders Risk
•Remain in effect until final completion, including the Affiliate Tenant Premises on the first floor of the Office Building Development. This applies to both the policies secured or held by Seller and Flintco, LLC.
•Buyer should be added as an additional insured on these policies when this Agreement is executed.

GL/Umbrella and Contractors policy (E&O and Professional combined policy) policy
If Seller’s or Flintco, LLC’s policy is written on a claims made basis, then:
•Confirmation the retro date is before the beginning of construction.
•Coverage must remain in place for a period equal to when the Seller’s and Flintco, LLC’s obligations under this Agreement are completed including the final completion of the Affiliate Tenant Premises on the first floor of the Office Building Development.
•Any time the policy is not renewed/canceled or the retro date is changed, then an extended reporting period endorsement must be procured through the time when Seller’s and Flintco, LLC’s obligations under this Agreement are completed including the final completion of the Affiliate Tenant Premises on the first floor of the Office Building Development.

If the GL/Umbrella are on an occurrence basis, then:
•Coverage must remain in place for a period equal to when the Seller’s and Flintco, LLC’s obligations under this Agreement are completed including the final completion of the Affiliate Tenant Premises on the first floor of the Office Building Development.

All policies should include:
•Buyer and Hippo Analytics Inc., each as an additional insured.
•Waiver of Subrogation.
•Primary and non-contributory.
•30 days’ notice of cancelation to Buyer and Hippo Analytics Inc. Notwithstanding anything herein to the contrary, Flintco, LLC shall provide 30 days’ notice to Buyer and Hippo Analytics Inc. of non-renewal or reduction of limits of any policy required herein and maintained by Flintco, LLC.
•Prior to the Closing, Seller must deliver to Buyer and Hippo Analytics Inc. certificates of insurance evidencing the coverages.

Coverages that must be in place:
•Builders Risk – full value
•GL/Umbrella with minimum limit of $10,000,000
•E&O
•Pollution
•Employers Liability
SCHEDULE 2 TO PURCHASE AND SALE AGREEMENT – Page 1

Exhibit 10.2

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is dated effective March 24, 2022 (the “Effective Date”), between Spinnaker Insurance Company, an Illinois licensed insurance company (“Buyer”), and Elevate Sabine Investors LP, a Texas limited partnership (“Seller”).

WHEREAS, Seller and Buyer are parties to that certain Purchase and Sale Agreement dated effective February 24, 2022 (the “Agreement”), with respect to the sale and purchase of certain real property consisting of an office building known as Waterloo Central and located in Austin, Travis County, Texas, and more particularly described in the Agreement; and

WHEREAS, Buyer and Seller desire to modify the Agreement to extend the Feasibility Period. Diligence Documents or the Title Commitment as required herein, the Feasibility Period.

NOW, THEREFORE, for in and consideration of the covenants and premises contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller and Buyer, Seller and Buyer agree as follows:

1.Recitals. The recitals set forth above are incorporated herein by this reference with the same force and effect as if fully set forth hereinafter.

2.Defined Terms. Capitalized words or phrases used, but not otherwise defined, in this Amendment shall have the same meanings ascribed to them in the Agreement.

3.Feasibility Period. The Feasibility Period, as defined in Section 6 (D) of the Agreement, is hereby extended to expire and will be at 5:00 PM Austin, Texas local time on April 21, 2022.
4.Reaffirmation. Except as specifically amended by this Amendment, all the terms and conditions of the Agreement remain in full force and effect and are hereby ratified and confirmed by Seller and Buyer. Notwithstanding the foregoing, in the event there is any conflict between the terms and provisions of the Agreement and this Amendment, the terms and provisions of this Amendment shall control.
5.Counterparts. This Amendment may be executed in any number of counterparts (including by means of facsimile or electronically scanned image or electronic signature and any signature so delivered shall be deemed to be an original signature hereto) with the same effect as if all parties had signed the same document.

6.Successors and Assigns. This Amendment is binding upon and inures to the benefit of Seller and Buyer and their respective successors and assigns.

7.Representations and Warranties. Seller and Buyer represent and warrant to each other respectively that they have the requisite power and authority to enter into this Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Amendment; that the person executing this Amendment on behalf of Seller and Buyer, respectively, is a duly authorized officer of such party; and that this Amendment is valid and shall be binding upon and enforceable against Seller and Buyer and their respective successors and assigns and shall inure to the benefit of Seller and Buyer and their respective successors and assigns.

[The remainder of this page is blank. The parties’ signatures are on the following page(s).]
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT – Page 1



FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT – Page 2

Executed as of the Effective Date.

SELLER:

ELEVATE SABINE INVESTORS LP,
a Texas limited partnership

By:    Elevate Sabine GP, LLC,
    a Texas limited liability company,
    its general partner


By:    ________________________________
Name:     Chris Skyles
Title:    Manager


BUYER:

SPINNAKER INSURANCE COMPANY,
an Illinois licensed insurance company


By:    _______________________________________
Name:    _______________________________________
Title:    _______________________________________


FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT – Page 3

EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Assaf Wand, certify that:
 1.
I have reviewed this Quarterly Report on Form 10-Q of Hippo Holdings Inc.;
 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 16, 2022
 By: /s/ Assaf Wand
  Assaf Wand
  
Chief Executive Officer

EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stewart Ellis, certify that: 
 1.
I have reviewed this Quarterly Report on Form 10-Q of Hippo Holdings Inc.;
 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 16, 2022
 By: /s/ Stewart Ellis
  Stewart Ellis
  
Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hippo Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Assaf Wand, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 16, 2022
 
/s/ Assaf Wand
Name: Assaf Wand
Title: 
Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hippo Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Ellis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 16, 2022
 
/s/ Stewart Ellis
Name: Stewart Ellis
Title: 
Chief Financial Officer