UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HAGERTY, INC.
(Name of Subject Company and Filing Person (Issuer))
Warrants to Acquire Shares of
Class A Common Stock
405166117
Warrants to Acquire Shares of
Class A Common Stock
405166125
(Title of Class of Securities)(CUSIP Number of Class of Securities)
Diana Chafey
Chief Legal Officer and Corporate Secretary
121 Drivers Edge
Traverse City, Michigan 49684
(800) 922-4050
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Kevin Criddle
Andrew Ledbetter
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016
(480)606-5100
☐Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐third-party tender offer subject to Rule 14d-1.
☒issuer tender offer subject to Rule 13e-4.
☐going-private transaction subject to Rule 13e-3.
☐amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)


This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Hagerty, Inc., a Delaware corporation (the “Company,” “us,” or “we”). This Schedule TO relates to an offer by the Company to all holders of the Company’s outstanding public warrants (the “Public Warrants”), private warrants (the “Private Warrants”), underwriter warrants (the “Underwriter Warrants”), OTM Warrants (the “OTM Warrants” and together with the Private Warrants and the Underwriter Warrants, the “Private Placement Warrants”) and PIPE warrants (the “PIPE Warrants” and, together with the Public Warrants and the Private Placement Warrants, the “Warrants”), each to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), to receive 0.20 shares of Class A Common Stock in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the prospectus/offer to exchange, dated June 3, 2024 (as it may be amended and supplemented from time to time, the “Prospectus/Offer to Exchange”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related letter of transmittal and consent (as it may be amended and supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B).
Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from holders of the Warrants to (i) amend (the “IPO Warrant Amendment”) that certain warrant agreement governing the Public Warrants and the Private Placement Warrants, dated as of April 8, 2021, by and between the Company (as successor to Aldel Financial Inc. (“Aldel”)) and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “IPO Warrant Agreement”), and (ii) amend (the “Business Combination Warrant Amendment” and together with the IPO Warrant Amendment, the “Warrant Amendments”) that certain warrant agreement governing the PIPE Warrants, dated as of December 2, 2021, by and between the Company and CST (the “Business Combination Warrant Agreement”), to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer.
Pursuant to the terms of the IPO Warrant Agreement, the proposed IPO Warrant Amendment requires the vote of both (i) at least 50% of the Public Warrants outstanding and (ii) at least 50% of the Private Placement Warrants outstanding. Pursuant to the terms of the Business Combination Warrant Agreement, the proposed Business Combination Warrant Amendment requires the vote of at least 50% of the PIPE Warrants outstanding.
The information in the Prospectus/Offer to Exchange and in the related Letter of Transmittal, including all schedules and exhibits thereto, is incorporated by reference herein to answer the items required in this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the section of the Prospectus/Offer to Exchange entitled “Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
(a)Name and Address.    The name of the issuer is Hagerty, Inc. The Company’s principal executive offices are located at 121 Drivers Edge, Traverse City, Michigan 49684, and our telephone number is (800) 922-4050.
(b)Securities.    Each Warrant entitles the holder to purchase one share of our Class A common stock at a price of $11.50 per share for the Public Warrants, the Private Warrants, the Underwriter Warrants and the PIPE Warrants or $15.00 per share for the OTM Warrants, subject to adjustment. The Public Warrants are quoted on the NYSE under the symbol “HGTY.WS.” The PIPE Warrants may appear in quotations on the OTC Pink Market under the symbol “HGTPW.” As of May 15, 2024, a total of 19,483,539 Warrants were outstanding. Pursuant to the Offer, we are offering up to an aggregate of 3,896,707 shares of our Class A Common Stock in exchange for all of our outstanding Warrants.
(c)Trading Market and Price.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “Market Information, Dividends and Related Stockholder Matters” is incorporated herein by reference.


Item 3. Identity and Background of Filing Person.
(a)Name and Address.    The Company is the filing person and the issuer. The information set forth above under Item 2(a) is incorporated herein by reference. The Company’s executive officers and directors as of May 31, 2024 are listed in the table below.
Name
Position
McKeel Hagerty
CEO and Chairman of the Board
Patrick McClymont
Chief Financial Officer
Collette Champagne
Chief Human Resources Officer and Chief Administrative Officer
Diana Chafey
Chief Legal Officer and Corporate Secretary
Charles Favour
Chief Underwriting Officer
Jeff Briglia(1)
President of Insurance
Paul Rehrig
President, Media & Entertainment
Kenneth Ahn
President, Marketplace
Russell Page
Chief Information Officer
Mike Crowley
Director
Laurie Harris
Director
Rob Kauffman
Director
Sabrina Kay
Director
Mika Salmi
Director
Bill Swanson
Director
Randall Harbert
Director
____________
(1)On May 31, 2024, the Company announced the appointment of Jeff Briglia as its President of Insurance, effective July 1, 2024.
The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Interests of Directors, Executive Officers, and Others” is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)Material Terms.    The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Summary” and “The Offer and Consent Solicitation” is incorporated herein by reference.
(b)Purchases.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Interests of Directors, Executive Officers, and Others” is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations, and Agreements.
(a)Agreements Involving the Subject Company’s Securities.    The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Market Information, Dividends, and Related Stockholder Matters — Transactions and Agreements Concerning Our Securities” and “Description of Securities” is incorporated herein by reference. The information set forth in the section entitled “Certain Relationships and Related Person Transactions” in our Proxy Statement on Schedule 14A, filed on April 25, 2024, incorporated by reference into the Prospectus/Offer to Exchange, is incorporated herein by reference.


Item 6. Purposes of the Transaction and Plans or Proposals.
(a)Purposes.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Background and Purpose of the Offer and Consent Solicitation” is incorporated herein by reference.
(b)Use of Securities Acquired.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Background and Purpose of the Offer and Consent Solicitation” is incorporated herein by reference.
(c)Plans.    Except as described above and in the sections of the Prospectus/Offer to Exchange entitled “Risk Factors” and “The Offer and Consent Solicitation,” which are incorporated herein by reference, neither the Company, nor any of its directors, executive officers, or controlling persons, or any executive officers, directors, managers, or partners of its controlling persons, has any plans, proposals, or negotiations that relate to or would result in: (1) any extraordinary transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (2) any purchase, sale, or transfer of a material amount of assets of the Company or any of its subsidiaries; (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (4) any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; (5) any other material change in the Company’s corporate structure or business; (6) any class of equity securities of the Company to be delisted from The New York Stock Exchange; (7) any class of equity securities of the Company becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (8) the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act; (9) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or (10) any changes in the Company’s charter, bylaws, or other governing instruments or other actions that could impede the acquisition of control of the Company.
Item 7. Source and Amount of Funds or Other Consideration.
(a)Source of Funds.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “Market Information, Dividends, and Related Stockholder Matters — Source and Amount of Funds” is incorporated herein by reference.
(b)Conditions.    Not applicable.
(c)Expenses.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “Market Information, Dividends, and Related Stockholder Matters — Source and Amount of Funds” is incorporated herein by reference.
(d)Borrowed Funds.    Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a)Securities Ownership.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Interests of Directors, Executive Officers, and Others” and “Beneficial Ownership of Securities” is incorporated herein by reference.
(b)Securities Transactions.    Except as set forth in the section of the Prospectus/Offer to Exchange entitled “Market Information, Dividends, and Related Stockholder Matters — Transactions and Agreements Concerning Our Securities,” which is incorporated herein by reference, neither the Company, nor any of its directors, executive officers, or controlling persons, or any executive officers, directors, managers, or partners of any of its controlling persons, has engaged in any transactions in the Company’s Warrants in the last 60 days.


Item 9. Persons/Assets, Retained, Employed, Compensated, or Used.
(a)Solicitations or Recommendations.    The information set forth in the section of the Prospectus/Offer to Exchange entitled “Market Information, Dividends, and Related Stockholder Matters — Fees and Expenses” is incorporated herein by reference. None of the Company, its management, its board of directors, the information agent, the consent solicitor, or the exchange agent for the Offer is making any recommendation as to whether holders of Warrants should tender Warrants for exchange in the Offer.
Item 10. Financial Statements.
(a)Financial Information.    The financial statements and other financial information of the Company included in the Prospectus/Offer to Exchange are incorporated herein by reference. The full text of such financial statements and other financial information, as well as the other documents the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) prior to, or will file with the SEC subsequent to, the filing of this Schedule TO relating to the Offer are available for inspection and copying from the SEC’s website at www.sec.gov.
(b)Pro Forma Information.    Not applicable.
Item 11. Additional Information.
(a)Agreements, Regulatory Requirements, and Legal Proceedings.
(1)The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Agreements, Regulatory Requirements, and Legal Proceedings” is incorporated herein by reference. The information set forth in the section entitled “Certain Relationships and Related Person Transactions” in in our Proxy Statement on Schedule 14A, filed on April 25, 2024, incorporated by reference into the Prospectus/Offer to Exchange, is incorporated herein by reference.
(2)The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation — Agreements, Regulatory Requirements, and Legal Proceedings” is incorporated herein by reference.
(3)Not applicable.
(4)Not applicable.
(5)None.
(b)Other Material Information.    Not applicable.
Item 12. Exhibits.
(a)Exhibits.
Exhibit No.
Description
(a)(l)(A)
(a)(1)(B)
(a)(1)(C)
(a)(1)(D)


(a)(1)(E)
(a)(2)Not applicable.
(a)(3)Not applicable.
(a)(4)
(a)(5)
(b)Not applicable.
(c)Not applicable
(d)(i)
(d)(ii)
(d)(iii)
(d)(iv)
(d)(v)
(d)(vi)
(d)(vii)
(d)(viii)
(d)(ix)
(d)(x)
(d)(xi)
(d)(xii)
(d)(xiii)
(d)(xiv)
(d)(xv)


(d)(xvi)
(d)(xvii)
(d)(xviii)
(d)(xix)
(d)(xx)
(d)(xxi)
(d)(xxii)
(d)(xxiii)
(d)(xxiv)
(d)(xxv)
(d)(xxvi)
(d)(xxvii)
(d)(xxviii)
(d)(xxix)
(d)(xxx)
(d)(xxxi)
(d)(xxxii)


(d)(xxxiii)
(d)(xxxiv)
(d)(xxxv)
(d)(xxxvi)
(d)(xxxvii)
(d)(xxxviii)
(d)(xxxix)
(d)(xl)
(d)(xli)
(d)(xlii)
(d)(xliii)
(d)(xliv)
(d)(xlv)
(d)(xlvi)
(e)Not applicable.
(f)Not applicable.
(g)Not applicable.
(h)


(b)Filing Fee Exhibit.
Item 13. Information Required By Schedule 13E-3.
Not applicable.


SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: June 3, 2024
HAGERTY, INC.
By:/s/ McKeel O Hagerty
Name:McKeel O Hagerty
Title:Chief Executive Officer

Filing Fee Exhibit
Calculation of Filing Fee Table
SC TO-I
(Form Type)
Hagerty, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Transaction Valuation(1)
Fee Rate
Amount of Filing Fee(2)
Fees to Be Paid$38,285,154.14$0.00014760$5,650.89
Fees Previously Paid——
Total Transaction Valuation$38,285,154.14
Total Fees Due for Filing$5,650.89
Total Fees Previously Paid—
Total Fee Offsets—
Net Fee Due$5,650.89
(1)The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. Hagerty, Inc. (the “Company”) is offering holders of a total of 19,483,539 warrants to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), outstanding as of June 3, 2024, the opportunity to exchange such warrants and receive 0.2 of a share of Class A Common Stock in exchange for each warrant. The transaction value was determined by using the average of the high and low prices of the public warrants as reported on the New York Stock Exchange on May 30, 2024, which was $1.965 per warrant.
(2)The amount of the filing fee assumes that all outstanding warrants of the Company will be exchanged.

Exhibit (d)(xlvi)
TENDER AND SUPPORT AGREEMENT
This Tender and Support Agreement (this “Agreement”), dated as of June 3, 2024, is entered into by and among Hagerty, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”), each of the persons listed on Schedule B hereto (each, a “PIPE Warrant Holder”), each of the persons listed on Schedule C hereto (each, an “Underwriter Warrant Holder”), each of the persons listed on Schedule D hereto (each, a “Private Placement Warrant Holder”), and each of the persons listed on Schedule E hereto (each, an “OTM Warrant Holder” and, together with the Public Warrant Holders, the PIPE Warrant Holders, the Underwriter Warrant Holders and the Private Placement Warrant Holders, the “Warrant Holders”).
WHEREAS, as of the date hereof, each Public Warrant Holder, Private Placement Warrant Holder, Underwriter Warrant Holder and OTM Warrant Holder is the beneficial owner of warrants (the “Public Warrants”, the “Private Placement Warrants”, the “Underwriter Warrants” and the “OTM Warrants”, respectively) sold as part of the units in the initial public offering (the “IPO”) (whether they were purchased in the IPO or thereafter in the open market) of Aldel Financial Inc., a Delaware corporation and the Company’s predecessor (“Aldel”), in each case governed by the Warrant Agreement, dated as of April 8, 2021 (the “IPO Warrant Agreement”), by and between Aldel and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”);
WHEREAS, as of the date hereof, each PIPE Warrant Holder is the beneficial owner of warrants issued in a private placement in connection with the closing of the Company’s business combination (the “PIPE Warrants” and, together with the Public Warrants, the Private Placement Warrants, the Underwriter Warrants and the OTM Warrants, the “Warrants”), which are governed by the Warrant Agreement, dated as of December 2, 2021 (the “Business Combination Warrant Agreement” and together with the IPO Warrant Agreement, the “Warrant Agreements”), by and between Aldel and the Warrant Agent;
WHEREAS, as of the date hereof, the Public Warrants are listed on the New York Stock Exchange under the symbol “HGTY.WS” and there are a total of 5,750,000 Public Warrants, 257,500 Private Placement Warrants, 28,750 Underwriter Warrants, 1,300,000 OTM Warrants and 12,147,300 PIPE Warrants outstanding;
WHEREAS, each Warrant entitles its holder to purchase one share of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) for a purchase price of either (i) $11.50 for the Public Warrants, the Private Placement Warrants, the Underwriter Warrants and the PIPE Warrants, or (ii) $15.00 in for the OTM Warrants, as applicable, subject to certain adjustments;
WHEREAS, the Company is initiating an exchange offer (the “Exchange Offer”) pursuant to a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (as may be amended and supplemented, the “Registration Statement”) to offer all Warrant Holders the opportunity to exchange their Warrants for shares of Class A Common Stock, based on an exchange ratio of 0.20 shares of Class A Common Stock per Warrant and subject to other terms and conditions to be disclosed in the Registration Statement;
WHEREAS, concurrent with the Exchange Offer and as part of the Registration Statement, the Company is initiating a consent solicitation (the “Consent Solicitation”) to solicit the consent of the holders of the Warrants to amend (the “Warrant Amendment”), effective upon, and subject to, the completion of the Exchange Offer, the terms of the Warrant Agreements to permit the Company to


require that each Warrant that is outstanding upon the closing of the Exchange Offer be converted into 0.18 shares of Class A Common Stock, which is a ratio of 10% less than the exchange ratio applicable to the Exchange Offer, subject to the terms and conditions to be disclosed in the Registration Statement; and
WHEREAS, as an inducement to the Company’s willingness to initiate the Exchange Offer and the Consent Solicitation, each Warrant Holder has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
Section 1.01 Agreement to Tender. Each Warrant Holder shall validly tender or cause to be validly tendered to the Company, and shall not withdraw or cause to be withdrawn from the Company, all Warrants beneficially owned by such Warrant Holder as of the date hereof as set forth opposite such Warrant Holder’s name on Schedule A, Schedule B, Schedule C, Schedule D or Schedule E (such Warrants, the “Subject Warrants”), free and clear of any liens, options, rights or other encumbrances, limitations or restrictions whatsoever, pursuant to and in accordance with the terms of the Exchange Offer as described in the Registration Statement, no later than the scheduled or extended expiration time of the Exchange Offer; provided that the exchange ratio is at least the greater of (x) 0.20 shares of Class A Common Stock per Subject Warrant or (y) the exchange ratio set forth in such Registration Statement.
Section 1.02 Agreement to Consent. Each Warrant Holder shall deliver to the Company its timely consent with respect to the Consent Solicitation with respect to all of such Warrant Holder’s Subject Warrants in accordance with the terms and conditions of the Consent Solicitation as described in the Registration Statement.
Section 1.03 Ownership of Warrants. Each Warrant Holder represents and warrants to the Company, as of the date hereof, that such Warrant Holder is the sole beneficial owner of the number of Subject Warrants set forth opposite such Warrant Holder’s name on Schedule A, Schedule B, Schedule C, Schedule D or Schedule E hereto, as applicable, and has good and marketable title to such Subject Warrants, free and clear of any liens, options, rights or other encumbrances, limitations, or restrictions whatsoever (other than liens imposed under typical prime brokerage agreements and those restrictions imposed by applicable securities laws, this Agreement and the Warrant Agreements). Each Warrant Holder shall not transfer any Subject Warrants to any person (other than the Company in connection with the Exchange Offer) unless such person acquiring such Subject Warrants signs a joinder to this Agreement agreeing to be bound by all terms and conditions of this Agreement.
Section 1.04 Company Covenants. The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer and Consent Solicitation as soon as practicable, consistent with this Agreement, and agrees to take all steps necessary to update the Registration Statement as required by applicable laws and regulations, and that the Registration Statement, when declared effective, will comply in all material respects with all applicable U.S. Securities and Exchange Commission requirements.
Section 1.05 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce


specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section 1.06 Termination. This Agreement shall terminate as to all Warrant Holders (a) upon written notice to all the Warrant Holders by the Company at any time, or (b) upon the earlier of (i) the date the Company’s board of directors or any committee thereof determines to no longer pursue the Exchange Offer and the Consent Solicitation, (ii) the consummation of the Exchange Offer and Consent Solicitation and (iii) August 31, 2024.
Section 1.07 Warrant Holder Obligations Several and Not Joint. The obligations of each Warrant Holder hereunder shall be several and not joint, and no Warrant Holder shall be liable for any breach of the terms of this Agreement by any other Warrant Holder.
Section 1.08 Section 16 Matters. The Company agrees that the board of directors of the Company (or an appropriate committee of “non-employee directors” (as such term is defined for the purposes of Rule 16b-3 promulgated under the Exchange Act)) shall, prior to the closing of the Exchange Offer, adopt resolutions approving the transactions contemplated by the Exchange Offer, Consent Solicitation and this Agreement, including, but not limited to, the disposition of Warrants to the Company and the acquisition of Class A Common Stock from the Company by each of State Farm Mutual Automobile Insurance Company (“State Farm”), Markel Group Inc. (“Markel”) and Aldel LLC (“Aldel” and together with State Farm and Markel, the “Section 16 Warrantholder Group”) to exempt such transactions from Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 16b-3 thereunder for each member of the Section 16 Warrantholder Group and certain persons affiliated with a member of the Section 16 Warrantholder Group, respectively, who are subject to Section 16 of the Exchange Act.
Section 1.09 U.S. Federal Income Tax Treatment. The exchange of the Warrants for Class A Common Stock of the Company pursuant to the Exchange Offer is intended to qualify as a reorganization pursuant to Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and the parties shall not take any position inconsistent therewith unless otherwise required by applicable law.
Section 1.10 Governing Law. The validity, interpretation, and performance of this Agreement and of the Subject Warrants shall be governed in all respects by the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding, or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Delaware or the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 1.11 Payment for Consent. The Company shall not, directly or indirectly, pay or cause to be paid any consideration, whether by way of fee, higher exchange ratio or otherwise, to any Warrant Holders or other holders of warrant securities for or as an inducement to any consent or tender in the Exchange Offer and Consent Solicitation, or any waiver, amendment, modification or supplement related thereto, unless such consideration is offered to be paid to all Warrant Holders.
Section 1.12 Valid Issuance. The shares of Class A Common Stock, when issued and delivered to the Warrant Holders in accordance with this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances


with respect to the issue thereof, and issued in compliance with all applicable federal and state securities laws.
Section 1.13 Directors and Officers. This Agreement applies to Warrant Holders solely in each such Warrant Holder’s capacity as a holder of Warrants, and not to any Warrant Holders or any representative of any Warrant Holders serving as a director or officer of the Company in such capacity. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of the Company in the exercise of his or her fiduciary duties as a director or officer of the Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.
Section 1.14 Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity, and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.
[Signature Pages Follow]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
COMPANY:
HAGERTY, INC.
By:
Name:
Title:
[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
WARRANT HOLDER:
By:
Name:
Title:
[Signature Page to Tender and Support Agreement]

SCHEDULE A
Name of Public Warrant HolderNumber of Public Warrants


SCHEDULE B
Name of PIPE Warrant HolderNumber of PIPE Warrants


SCHEDULE C
Name of Underwriter Warrant HolderNumber of Underwriter Warrants


SCHEDULE D
Name of Private Placement Warrant HolderNumber of Private Placement Warrants


SCHEDULE E
Name of OTM HolderNumber of OTM Warrants

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