Exhibit 10.2 


 


EXECUTIVE SUMMARY OF DOCUMENTATION FOR





HOUSTON INTERNATIONAL INSURANCE GROUP, LTD.
SHARE PURCHASE AND AWARD AGREEMENTS FOR ______________


 


Share Purchase Agreement





		●	______________ (“Executive”) purchasing ______ shares of Houston International Insurance Group, Ltd.
(“HIIG”) common stock (calculated based upon book value as of ____________.






		●	Purchase price payable 30% ($______.00) in cash and 70% ($______.00) with a Note.



 


Promissory Note





		●	Principal: $______.00; Interest: ___% annually; Maturity: _______.






		●	Quarterly Payments of accrued and unpaid interest.






		●	Annual Payment of lesser of (i) $______.00 (5% of remaining note amount);
or (ii) 10% of net of all cash bonus or incentive payments received during the calendar year.






		●	Executive must repay amounts due under Note within 90 days of termination of his employment from HIIG
or affiliate thereof (“Employer”).



 


Security Agreement – Pledge





		●	Note and other obligations of Executive to HIIG secured by Executive’s shares in HIIG and any proceeds
thereof (the “Collateral”).






		●	Executive has voting rights on Collateral if no default has occurred under the Note.



 


Share Award Agreement





		●	Award of Restricted Stock granted to Executive at no cost in the same amount of stock purchased under
the Share Purchase Agreement.






		●	Unvested Restricted Stock forfeited upon (a) Executive’s termination for any reason (except
for a without cause termination by Executive’s Employer or a good reason termination by Executive), or (b) default under the
Note.






		●	Upon breach of the Non-Competition Provision of the Stock Restriction Agreement, (a) all Restricted
Stock (vested or unvested) automatically forfeited without consideration, and (b) Executive’s pre-tax gain realized on prior
transfers of Restricted Stock forfeited to HIIG.






		●	Restricted Stock vests in proportion to percentage of purchase price paid by Executive under Share Purchase
Agreement as long as Executive is employed by Employer (30% vests on grant date, and remainder vests on payments of principal under the
Note). Unvested Restricted Stock vests upon a Change of Control or IPO.






		●	Executive will execute a joinder to the HIIG Stockholders’ Agreement and the Restricted Stock is
subject thereto.



 


Stock Restriction Agreement





		●	All of Executive’s shares in HIIG subject to Stock Restriction Agreement.






		●	No transfer of Executive’s shares in HIIG without HIIG approval until a Change of Control or IPO.
After a Change of Control, Executive may only transfer enough shares to satisfy the Promissory Note balance and applicable taxes. After
an IPO, Executive may only transfer enough shares to satisfy the Promissory Note balance and applicable taxes, and must additionally transfer
only to HIIG if HIIG makes a repurchase offer at book value or the IPO price. Executive must also comply with restrictions contained in
the Stockholders’ Agreement and comply with securities laws.



 






     


     


    

 


		●	Upon termination of employment by Executive’s Employer without Cause or by Executive for Good Reason,
HIIG has option to purchase the shares for book value as of the last day of the last full calendar quarter.






		●	Upon an involuntary transfer of shares (bankruptcy, etc.) or a default under the Note, termination
by Executive’s Employer for Cause or by Executive without Good Reason or if Executive breaches Noncompetition/Nonsolicitation provisions
under the Stock Restriction Agreement, HIIG has option to purchase the shares for lower of the original purchase price or the book value
as of the last day of the last full calendar quarter.






		●	Noncompetition/Nonsolicitation:






		o	During Employee’s employment with the Company and for an additional period of 24 months following
any termination of such employment, Employee shall not, directly or indirectly, either for her/himself or any other person, other than
on behalf of the Company, entice, induce, persuade, attempt to persuade or otherwise cause the Company’s customers, service providers,
producers or brokers to terminate, reduce or diminish their relationship with the Company, including accepting any business from any customer
who was a customer of the Company’s within 12 months of Employee’s termination. This Section 5.1(c)(i) applies to
business and relationships related to the Division or programs in which Employee worked, but does not apply to any subscription business.






		o	Nonsolicitation and nonhire of and noninterference with employees for the employment term plus 24 months
for current employees or employees who were employed by Employer during Employee employment.






		o	Nondisparagement of Company and its subsidiaries and personnel for the employment term plus 24 months.






		●	Remedies for breach of Noncompetition/Nonsolicitation covenants: (a) extend restricted period for
period of breach, (b) damages, (c) Restricted Stock (under Share Award Agreement) forfeited without consideration, whether vested
or unvested, (d) pre-tax gain realized by Executive on prior transfers of Restricted Stock payable by Executive to HIIG, and (e) injunctive
relief.



 






     


     


    

 


SHARE PURCHASE AGREEMENT


 


This SHARE PURCHASE AGREEMENT
(this “Agreement”) is entered into as of the __ day of __________, 201_, by and between HOUSTON INTERNATIONAL INSURANCE GROUP, LTD.,
a Delaware corporation (the “Corporation”), and ______________ (“Executive”).


 


WHEREAS, Executive is an employee
of the Corporation or a subsidiary thereof;


 


WHEREAS, the Executive Committee
of the Board of Directors (the “Committee”) has authorized Executive to purchase certain shares of common stock of the Corporation
from the Corporation and to receive a corresponding number of shares of restricted stock pursuant to a Share Award Agreement between Corporation
and Executive of even date herewith;


 


WHEREAS, the Committee has
determined that, as of the date hereof, the fair market value of a share of the common stock of the Corporation is equal to its Per-Share
Book Value (as defined below);


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:


 


1.        Purchase.
As of the date hereof, subject to the terms and conditions of this Agreement, the Corporation hereby sells and conveys to Executive,
and Executive hereby purchases from the Corporation, ______ shares of common stock of the Corporation (the “Shares”) on the
date hereof.


 


2.        Purchase
Price. The per-share purchase price for the Shares shall be the Per-Share Book Value, 30% of which shall be payable in the form
of immediately available funds at closing, and the remaining 70% of which shall be payable over approximately nine (9) years pursuant
to a promissory note in the form attached hereto as Exhibit A (the “Note”). The Note shall be secured by a security
interest in the Shares pursuant to a Security Agreement-Pledge in the form attached hereto as Exhibit B (the “Security
Agreement”). “Per-Share Book Value” means the aggregate book value of the Corporation as of ___________, determined
in accordance with generally accepted accounting principles in the United States (applied on a basis consistent with the accounting principles,
practices and methodologies used in the past by the Corporation, with such deviations as referred to in the notes thereto and except
for normal, recurring adjustments), divided by the number of all outstanding shares of common stock of the Corporation. The purchase
price for the shares shall be $______ per share.


 


3.        Representations
and Warranties. Executive hereby represents and warrants to the Corporation that the following statements are true:


 


(i)            Access.
Executive acknowledges the receipt of such information regarding the Corporation and the Shares that Executive has requested and that
Executive, or Executive’s representative, has thoroughly read and evaluated and understands the same and understands the nature
of the risks involved in investment in the Shares. Further, Executive has been advised that the Corporation is available to answer any
and all questions about the Corporation or Executive’s acquisition of Shares, and Executive has asked the Corporation such questions
in this regard as Executive has deemed appropriate and has received satisfactory answers from the Corporation to all such questions.


 






     


     


    

 


(ii)        Sophistication.
Executive is experienced and knowledgeable in business and financial matters in general and with respect to investments similar to
an investment in the Shares in particular, and is capable of evaluating the merits and risks of acquiring Shares. Further, Executive
has sought and obtained such advice that Executive has deemed necessary with respect to the merits and risks of acquiring Shares, and
Executive has made its own independent decision with respect to acquiring Shares.


 


(iii)       Risk
of Loss. Executive recognizes that the Corporation has limited financial and operating history and that the Corporation is a
speculative venture involving a high degree of risk of loss.


 


(iv)       No
Registration of Shares. Executive understands that neither the Corporation nor the Shares have been registered under the Securities
Act of 1933 or any state securities laws in reliance upon exemptions therefrom, that the Shares may not be resold unless registered under
the Securities Act of 1993 and applicable states securities laws or unless an exemption from registration is available, and that no state
or federal governmental authority has made any finding or determination relating to the fairness of an acquisition of Shares and that
no state or federal governmental authority has recommended or endorsed, or will recommend or endorse, the acquisition of Shares.


 


(v)        Lack
of Market. Executive recognizes that there is no market for the Shares and that it is unlikely that any such market for the Shares
will develop in the foreseeable future, and that Executive cannot expect to be able readily to liquidate the Shares in case of emergency,
or to pledge the Shares to secure borrowed funds.


 


(vi)      Investment
Intent. Executive is acquiring the Shares for his own account and not for the account of others, and is not acquiring the Shares
for the purpose of reselling, transferring, or subdividing, or otherwise disposing of or hypothecating all or any portion of the Shares,
and Executive does not presently have any reason to anticipate any change in circumstances or other occasion or event that would necessitate
that Executive sell the Shares.


 


(vii)     Ability
to Bear Economic Loss. Executive has sufficient net worth so that Executive’s acquisition of the Shares will not be material
when compared with Executive’s total financial capacity, and Executive’s acquisition of the Shares and total investments
are reasonable in relation to Executive’s total financial capacity. Executive’s overall commitment to investments that are
not readily marketable is not disproportionate to Executive’s net worth, and Executive’s investment in Shares will not cause
such overall commitment to become excessive. Executive can afford to bear the economic risks of investment in the Shares, including the
risk of losing the entire investment. Executive has adequate means of providing for his current financial needs and possible personal
contingencies, exclusive of his investment in the Shares.


 






     


     


    

 


(viii)     Independent
Investigations. Executive acknowledges that Executive has received no representations or warranties from the Corporation or its
employees or agents, and has relied only upon the investigations conducted by Executive and Executive’s advisors in acquiring the
Shares.


 


(ix)       Accredited
Investor. Executive is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act of 1933, as amended.


 


4.       Limitation
on Transfer of Shares. Executive acknowledges and agrees that the Shares shall be subject to that certain Amended and Restated
Stockholders’ Agreement dated as of March 12, 2014 and attached hereto as Exhibit C (the “Stockholders’
Agreement”) and a Stock Restriction Agreement between Executive and the Company in the form attached hereto as Exhibit D
(the “Stock Restriction Agreement”). Executive further acknowledges that there are also substantial restrictions on the transferability
of the Shares imposed by applicable securities laws. Since the Shares will not be, and Executive has no right to require that they be,
registered under the Securities Act of 1933 or the securities laws of any state, the Shares may not be, and Executive agrees that they
shall not be, sold except pursuant to an effective registration statement or an exemption from such registration under said statutes.


 


5.       Indemnification.
Executive hereby agrees to indemnify and hold harmless the Corporation from and against any and all claims, expenses (including attorneys’
fees), loss, damage, or actions resulting from the breach or falsity of any of the representations, warranties, or covenants contained
herein.


 


6.        Legend.
Executive agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares
reflecting the restrictions on transfer of the Shares described in Section 4 hereof.     Executive
agrees that such legend will be placed on any new certificate(s) or other document(s) issued upon presentment by Executive
of certificate(s) or other document(s) for transfer, as permitted hereunder.


 


7.        Survival.
The foregoing representations and warranties and covenants shall survive the acquisition of the Shares.


 


8.        Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas without regard to the
conflicts of laws principles thereof.


 


9.        Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the heirs, legal representatives, successors, and
assigns of each of the parties.


 


10.      Multiple
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes,
but all of which together shall constitute one and the same instrument.


 






     


     


    

 


11.      Entire
Agreement. This Agreement, the Stockholders’ Agreement, the Note, the Security Agreement, the Stock Restriction Agreement
and that certain Share Award Agreement of even date herewith between the Corporation and Executive and other ancillary documents related
thereto constitute the entire agreement of the parties, and supersede all prior agreements, understandings, or documents, with respect
to the subject matter hereof.


 


12.      Amendment.
No provision of this Agreement may be amended, waived, changed, or modified except by an agreement in writing signed by Executive
and the Corporation, or in the case of a waiver, by the party waiving compliance.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed in multiple originals effective as of the date first set forth above.


 


	 	CORPORATION:
	 	 
	 	HOUSTON INTERNATIONAL INSURANCE GROUP, LTD.,
	 	a Delaware corporation




 


	 	By:	 
	 	 	[●], [●]




 


	 	EXECUTIVE:
	 	 
	 	
	 	 	 
	 	 
	 	Address:




 






     


     


    

 


EXHIBIT A


 


FORM OF PROMISSORY NOTE


 


See attached.


 






     


     


    

 


EXHIBIT B


 


FORM OF SECURITY AGREEMENT-PLEDGE


 


See attached.


 






     


     


    

 


EXHIBIT C


 


STOCKHOLDERS’ AGREEMENT


 


See attached.


 






     


     


    

 


EXHIBIT D


 


FORM OF STOCK RESTRICTION AGREEMENT


 


See attached.


 






     


     


    

 



 


PROMISSORY NOTE


 


	$______.00	          ______ __, 201_




Houston, Texas


 


FOR VALUE RECEIVED, the undersigned,
______________ (“Maker”), hereby promises to pay to the order of HOUSTON INTERNATIONAL INSURANCE GROUP, LTD., a Delaware
corporation (“Payee”), at its designated office, in lawful money of the United States of America, the principal sum of ______
AND NO/100 DOLLARS ($______.00), together with interest thereon at the rate set forth below.


 


The outstanding principal
balance hereof shall bear interest prior to maturity at a fixed rate per annum equal to the lesser of (a) the Maximum Rate (hereinafter
defined), or (b) ______ percent (__%) per annum. If an Event of Default (hereinafter defined) has occurred and is existing, the principal
hereof shall bear interest at the Default Rate (hereinafter defined). Interest on the indebtedness evidenced by this Note shall be computed
on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed (including the first day but excluding
the last day).


 


Quarterly installments of
accrued but unpaid interest on this Note shall be due and payable on the last Business Day of each calendar quarter, commencing with ______
__, 201_. Principal in the amount of the lesser of (i) 5% of the outstanding balance on the Note as of December 31st; or (ii) ten
percent (10%) of the amount of the net of all cash bonuses or incentive payments received by Maker during the calendar year from Payee
or any subsidiary of or successor to Payee shall be due and payable on or before December 31 of each year through and including ______
__, 20__; provided that if Maker has executed any other notes pursuant to the Company’s Stock Purchase Program, any Principle payments
from bonuses shall be deducted only one time and attributed to all outstanding notes pro-rata. All outstanding principal of this Note
and all accrued but unpaid interest on this Note shall be due and payable on ______ __, 20__.


 


Maker may prepay this Note
at any time without premium or penalty, provided that all such prepayments shall be applied first to interest and then to the principal
payments due hereon in inverse order of their maturities.


 


Upon any distribution or payment
(collectively “Distributions”) to Maker by, or with respect to the interest of Maker in the Collateral (as such term is defined
in the Security Agreement), a mandatory prepayment of outstanding principal and accrued interest on this Note shall be immediately due
and payable in the amount of such Distribution; provided, however, that if any other note executed by Maker and payable to the order of
Payee includes a similar mandatory prepayment provision, then such Distributions shall first be applied to this Note until principal and
accrued interest herein is paid in full and then to such other notes, except that Distributions for all notes for the purchase of stock
under the Company’s SPP shall be applied pro-rata to all such notes.


 



     


     


    




 


This Note is secured as provided
in the Security Agreement.


 


As used in this Note, the
following terms shall have the respective meanings indicated below:


 


“Business
Day” means a day on which Frost Bank is open in Houston, Texas.


 


“Default
Rate” means the lesser of (a) twelve percent (12%) per annum, or (b) the Maximum Rate.


 


“Event
of Default” each of the following shall constitute and be deemed an “Event of Default”


 


(a)  Maker
shall fail to pay this Note or any installment of this Note, whether principal or interest, on the date when due.


 


(b)  Any representation
or warranty made or deemed made by Maker in any certificate, report, notice, or financial statement furnished at any time in connection
with this Note or any Loan Document shall be false, misleading, or erroneous in any material respect when made or deemed to have been
made.


 


(c)  Maker
shall fail to perform, observe, or comply with any covenant, agreement or term contained in this Note or any Loan Document for a period
of ten (10) days following the date on which Payee gives Maker notice of such failure.


 


(d) Maker shall
commence a voluntary proceeding seeking liquidation, reorganization, or other relief with respect to himself or his debts under any bankruptcy,
insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian,
or other similar official of Maker or a substantial part of his property or shall consent to any such relief or to the appointment of
or taking possession by any such official in an involuntary case or other proceeding commenced against him or shall make a general assignment
for the benefit of creditors or shall generally fail to pay his debts as they become due or shall take any action to authorize any of
the foregoing.


 


(e)  An involuntary
proceeding shall be commenced against Maker seeking liquidation, reorganization, or other relief with respect to Maker or his debts under
any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official for Maker or a substantial part of his property, and such involuntary proceeding shall remain undismissed
and unstayed for a period of thirty (30) days.


 


(f)  Maker
shall fail to pay when due any principal of or interest on any debt for borrowed money (other than the obligations hereunder), or the
maturity of any such debt shall have been accelerated, or any such debt shall have been required to be prepaid prior to the stated maturity
thereof, or any event shall have occurred that permits (or, with the giving of notice or lapse of time or both, would permit) any holder
or holders of such debt or any person acting on behalf of such holder or holders to accelerate the maturity thereof or require any such
prepayment.


 






     


     


    




 


(g)  This Note
or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability
thereof shall be contested or challenged by Maker, or Maker shall deny that it has any further liability or obligation hereunder prior
to payment in full of all obligations hereunder, or the security interest created by the Security Agreement shall cease to be a first
priority security interest.


 


(h)   Maker
shall for any reason cease to be an employee of Payee or any of its direct or indirect subsidiaries, and shall fail to pay this Note in
full within ninety (90) Business Days of such cessation.


 


(i)   Maker
shall sell or transfer the securities described in the Security Agreement.


 


(j)   Maker breaches
his obligations under Section 2.1 of that certain Stock Restriction Agreement between Maker and Payee of even date herewith.


 


(k)   Payee or
one of its subsidiaries completes an IPO while Maker remains an executive officer.


 


“IPO”
means the initial underwritten public offering of equity securities pursuant to an effective registration statement under the Securities
Act of 1933, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.


 


“Loan Documents”
means this Note and all security agreements, deeds of trust, pledge agreements, assignments, letters of credit, guaranties, certificates
and other instruments, documents, and agreements, if any, executed and delivered pursuant to or in connection with this Note, as such
instruments, documents, and agreements may be amended, modified, renewed, extended, or supplemented from time to time.


 


“Maximum
Rate” means the maximum rate of nonusurious interest permitted from day to day by applicable law, including Chapter 303 of the
Texas Finance Code (the “Code”) (and as the same may be incorporated by reference in other Texas statutes). To the extent
that Chapter 303 of the Code is relevant to any holder of this Note for the purposes of determining the Maximum Rate, each such holder
elects to determine such applicable legal rate pursuant to the “weekly ceiling,” from time to time in effect, as referred
to and defined in Chapter 303 of the Code; subject, however, to the limitations on such applicable ceiling referred to and defined in
the Code, and further subject to any right such holder may have subsequently, under applicable law, to change the method of determining
the Maximum Rate.


 






     


     


    




 


“Obligations”
means all obligations, indebtedness, and liabilities of Maker to Payee, now existing or hereafter arising, including, without limitation,
the obligations, indebtedness, and liabilities of Maker under this Note (including the payment of principal and interest hereon) and the
other Loan Documents and all interest accruing thereon and all attorneys’ fees and other expenses incurred in the enforcement or
collection thereof.


 


“Person”
means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, governmental
authority, or other entity.


 


“Security
Agreement” means the Security Agreement-Pledge dated of even date herewith, executed by Maker for the benefit of Payee, as the
same may be amended, supplemented, or modified from to time.


 


The proceeds of this Note
shall be used solely for business purposes and this Note was not entered into as a consumer-goods transaction or a consumer transaction.


 


Maker agrees with Payee that
Maker will execute and deliver such further instruments as may be requested by Payee to carry out the provisions and purposes of this
Note and the other Loan Documents and to preserve and perfect the Liens of Payee in the collateral for this Note.


 


All notices and other communications
provided for in this Note and the other Loan Documents shall be in writing and may be mailed by certified mail return receipt requested,
or delivered to the intended recipient at the addresses specified below or at such other address as shall be designated by any party listed
below in a notice to the other parties listed below given in accordance with this paragraph.


 


	 	If to Maker:	 	 
	 	 	c/o address specified on Signature Page
	 	 	 
	 	If to Payee:	Houston International Insurance Group, Ltd.
	 	 	800 Gessner, Suite 600
	 	 	Houston, Texas 77024




 


Except as otherwise provided in this Note or any
Loan Document, all such communications shall be deemed to have been duly given, when personally delivered or, in the case of a mailed
notice, when duly deposited in the mails, in each case given or addressed as aforesaid.


 


Notwithstanding anything to
the contrary contained herein, no provisions of this Note shall require the payment or permit the collection of interest in excess of
the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this
Note or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Maker
nor the sureties, guarantors, successors or assigns of Maker shall be obligated to pay the excess amount of such interest, or any other
excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum
Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment
and reduction of the principal of indebtedness evidenced by this Note; and, if the principal amount hereof has been paid in full, any
remaining excess shall forthwith be paid to Maker. In determining whether or not the interest paid or payable exceeds the Maximum Rate,
Maker and Payee shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee,
or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced
by this Note so that the interest for the entire term does not exceed the Maximum Rate.


 






     


     


    

 


Upon the occurrence of any
Event of Default, the holder hereof may, at its option, (a) declare the entire unpaid principal of and accrued interest on this Note
immediately due and payable without notice, demand or presentment, all of which are hereby waived, and upon such declaration, the same
shall become and shall be immediately due and payable, (b) foreclose the security interests created by the Security Agreement or
any other Loan Document, (c) offset against this Note any sum or sums owed by the holder hereof to Maker, and (d) take any and
all other actions available to Payee under this Note, at law, in equity or otherwise. Failure of the holder hereof to exercise any of
the foregoing options shall not constitute a waiver of the right to exercise the same upon the occurrence of a subsequent Event of Default.


 


To the extent of any compliance
issues or ambiguous terms, this Agreement shall be construed in such a manner so as to comply with the requirements of section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”). If any provision of this Agreement would cause Maker to occur
any additional tax under Code section 409A, the parties will in good faith attempt to reform the provision in a manner that maintains,
to the extent possible, the original intent of the applicable provision without violating the provisions of Code section 409A.


 


If the holder hereof expends
any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this Note is
placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all costs,
expenses, and fees incurred by the holder, including all reasonable attorneys’ fees.


 


THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS NOTE
IS PERFORMABLE IN HARRIS COUNTY, TEXAS.


 


Maker and each surety, guarantor,
endorser, and other party ever liable for payment of any sums of money payable on this Note jointly and severally waive notice, presentment,
demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice
of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice
for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note,
all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the
foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness,
or to release or substitute part or all of the collateral securing this Note, or to grant any other indulgences or forbearances whatsoever,
without notice to any other party and without in any way affecting the personal liability of any party hereunder.


 






     


     


    

 


THIS NOTE, AND THE OTHER
LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT BETWEEN MAKER AND PAYEE WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING
TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.


 


	 	
	 	 	 
	 	 
	 	Address:




 






     


     


    

 


SECURITY AGREEMENT-PLEDGE


 


This SECURITY AGREEMENT-PLEDGE
(the “Agreement”) is entered into effective as of the __ day of ______, 201_, by and between ______________ (“Pledgor”)
and HOUSTON INTERNATIONAL INSURANCE GROUP, LTD., a Delaware corporation (“Secured Party”).


 


WHEREAS, Secured
Party is extending a loan to Pledgor in the principal amount of $______.00 (the “Loan”); and


 


WHEREAS, Secured
Party has conditioned his obligation to make the Loan upon, among other things, the execution and delivery of this Agreement by Pledgor.


 


NOW THEREFORE,
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE I


 


SECURITY INTEREST AND PLEDGE


 


Section 1.1.          Security
Interest and Pledge. Pledgor hereby pledges and grants to Secured Party a first priority security interest in the following property
(such property being hereinafter sometimes called the “Collateral”):


 


(a)          All
of Pledgor’s shares of common stock in Secured Party whether held as of the date hereof or thereafter acquired; and


 


(b)         all
products and proceeds of the foregoing shares, now owned or hereafter acquired, including, without limitation, all financial assets, investment
securities, investment property, cash, deposit accounts, letter of credit rights, electronic chattel paper, supporting obligations, and
payment intangibles, monies, payments, revenues, distributions, dividends, stock dividends, securities, financial assets, security entitlements,
substitutions and other property rights and interests related to or arising from the foregoing or that Pledgor is at any time entitled
to receive on account of the foregoing.


 


All terms used in this Agreement that are defined
in the Uniform Commercial Code as adopted in the State of Texas shall have the meanings specified in the Uniform Commercial Code as adopted
by the State of Texas as in effect from time to time (the “UCC”).


 






     


     


    

 


Section 1.2.          Obligations.
The Collateral shall secure the following obligations, indebtedness, and liabilities (all such obligations, indebtedness, and liabilities
being hereinafter sometimes called the “Obligations”):


 


(a)          the
obligations and indebtedness of Pledgor to Secured Party evidenced by that certain promissory note in the original principal amount of
$______.00 of even date herewith, executed by Pledgor and payable to the order of Secured Party (as the same may be renewed, extended,
restated and/or supplemented from time to time, the “Note”);


 


(b)          all
future advances by Secured Party to Pledgor;


 


(c)          all
costs and expenses, including, without limitation, all attorneys’ fees and legal expenses, incurred by Secured Party to preserve
and maintain the Collateral, collect the obligations herein described, and enforce this Agreement;


 


(d)          all
other obligations, indebtedness, and liabilities of Pledgor to Secured Party, now existing or hereafter arising, regardless of whether
such obligations, indebtedness, and liabilities are similar, dissimilar, related, unrelated, direct, indirect, fixed, contingent, primary,
secondary, joint, several, or joint and several; and


 


(e)           all
extensions, renewals, and modifications of any of the foregoing and all promissory notes given in renewal, extension or modification of
any of the foregoing.


 


ARTICLE II


 


REPRESENTATIONS AND WARRANTIES


 


To induce Secured Party to
enter into this Agreement and advance funds under the Note, Pledgor represents and warrants to Secured Party that:


 


Section 2.1.      Title.
Pledgor owns, and with respect to Collateral acquired after the date hereof, Pledgor will own, legally and beneficially, the Collateral
free and clear of any lien, security interest, pledge, claim, or other encumbrance or any right or option on the part of any third person
to purchase or otherwise acquire the Collateral or any part thereof, except for the security interest granted hereunder. The Collateral
is not subject to any restriction on transfer or assignment except for compliance with applicable federal and state securities laws and
regulations promulgated thereunder and that certain Amended and Restated Stockholders’ Agreement dated as of March 12, 2014
among Secured Party and the Shareholders of Secured Party, that certain Stock Restriction Agreement between Pledgor and the Secured Party
dated of even date herewith, and that certain Share Award Agreement between Pledgor and the Secured Party dated of even date herewith.
Pledgor has the unrestricted right to pledge the Collateral as contemplated hereby. All of the Collateral has been duly and validly issued
and is fully paid and nonassessable.


 


Section 2.2.      Pledgor’s
Principal Address. Pledgor’s principal residence is at the address specified in the Note.


 


Section 2.3.      Business
Purpose. The Collateral is used, acquired and held exclusively for business purposes and no portion of the Collateral is consumer
goods. The Obligations were incurred solely for business purposes and not as a consumer-goods transaction or a consumer transaction.


 






     


     


    

 


ARTICLE III


 


COVENANTS


 


Pledgor covenants and agrees
with Secured Party that until the Obligations are satisfied and performed in full:


 


Section 3.1.      Encumbrances.
Pledgor shall not create, permit, or suffer to exist, and shall defend the Collateral against, any lien, security interest, or other encumbrance
on the Collateral except the pledge and security interest of Secured Party hereunder, and shall defend Pledgor’s rights in the Collateral
and Secured Party’s security interest in the Collateral against the claims of all persons and entities.


 


Section 3.2.      Sale
of Collateral. Pledgor shall not sell, assign, or otherwise dispose of the Collateral or any part thereof without the prior written
consent of Secured Party.


 


Section 3.3.      Distributions.
If Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing
a distribution in connection with any reclassification, increase, or reduction of equity or issued in connection with any reorganization),
option or rights, whether as an addition to, in substitution of, or in exchange for any Collateral or otherwise, Pledgor agrees to accept
the same as Secured Party’s agent and to hold the same in trust for Secured Party, and to deliver the same forthwith to Secured
Party in the exact form received, with the appropriate endorsement of Pledgor when necessary or appropriate undated stock powers duly
executed in blank, to be held by Secured Party as additional Collateral for the Obligations, subject to the terms hereof. Any sums paid
upon or in respect of the Collateral upon the liquidation or dissolution of the issuer thereof shall be paid over to Secured Party to
be held by it as additional collateral for the Obligations subject to the terms hereof; and in case any distribution of stock shall be
made on or in respect of the Collateral or any property shall be distributed upon or with respect to the Collateral pursuant to any recapitalization
or reclassification of the equity of the issuer thereof or pursuant to any reorganization of the issuer thereof, the property so distributed
shall be delivered to the Secured Party to be held by it, as additional Collateral for the Obligations, subject to the terms hereof. All
sums of money and property so paid or distributed in respect of the Collateral that are received by Pledgor shall, until paid or delivered
to Secured Party, be held by Pledgor in trust as additional security for the Obligations.


 


Section 3.4.      Further
Assurances. At any time and from time to time, upon the request of Secured Party, and at the sole expense of Pledgor, Pledgor
shall promptly execute and deliver all such further instruments and documents and take such further action as Secured Party may deem necessary
or desirable to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement.


 






     


     


    

 


Section 3.5.      Notification.
Pledgor shall promptly notify Secured Party of (i) any lien, security interest, encumbrance, or claim made or threatened against
the Collateral, (ii) any material change in the Collateral, including, without limitation, any material decrease in the value of
the Collateral, and (iii) the occurrence or existence of any Event of Default (hereinafter defined) or the occurrence or existence
of any condition or event that, with the giving of notice or lapse of time or both, would be an Event of Default.


 


Section 3.6.      Changes.
Pledgor shall not change his name or state of residence unless he shall have given Secured Party thirty (30) days’ prior written
notice thereof and shall have taken all action deemed necessary or desirable by Secured Party to cause its security interest in the Collateral
to be perfected with the priority required by this Agreement.


 


Section 3.7.      Books
and Records; Information. Pledgor shall keep accurate and complete books and records of the Collateral. Pledgor shall from time
to time at the request of Secured Party deliver to Secured Party such information regarding the Collateral and Pledgor as Secured Party
may request.


 


ARTICLE IV


 


RIGHTS OF SECURED PARTY AND PLEDGOR


 


Section 4.1.      Power
of Attorney. Pledgor hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead and in the name
of Pledgor or in its own name, upon the occurrence of an Event of Default, to take any and all action and to execute any and all documents
and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality
of the foregoing, hereby gives Secured Party the power and right on behalf of Pledgor and in its own name to do any of the following,
without notice to or the consent of Pledgor:


 


(a)         to
demand, sue for, collect, or receive in the name of Pledgor or in his own name, any money or property at any time payable or receivable
on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money
orders, or any other instruments for the payment of money under the Collateral;


 


(b)        to
pay or discharge taxes, liens, security interests, or other encumbrances levied or placed on or threatened against the Collateral;


 


(c)         (i) to
direct any parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder
directly to Secured Party or as Secured Party shall direct; (ii) to receive payment of and receipt for any and all monies, claims,
and other amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) to sign and endorse any
drafts, assignments, proxies, stock powers, verifications, notices, and other documents relating to the Collateral; (iv) to exchange
any of the Collateral for other property upon any merger, consolidation, reorganization, recapitalization, or other readjustment of the
issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar,
or other designated agency upon such terms as Secured Party may determine; (v) to insure any of the Collateral; and (vi) to
sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though
Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party’s option and Pledgor’s expense,
at any time, or from time to time, all acts and things which Secured Party deems necessary to protect, preserve, or realize upon the Collateral
and Secured Party’s security interest therein.


 






     


     


    

 


This power of attorney is
a power coupled with an interest and shall be irrevocable. Secured Party shall be under no duty to exercise or withhold the exercise of
any of the rights, powers, privileges, and options expressly or implicitly granted to Secured Party in this Agreement, and shall not be
liable for any failure to do so or any delay in doing so. Secured Party shall not be liable for any act or omission or for any error of
judgment or any mistake of fact or law in its individual capacity or in its capacity as attorney-in-fact except acts or omissions resulting
from its willful misconduct. This power of attorney is conferred on Secured Party solely to protect, preserve, and realize upon its security
interest in the Collateral.


 


Section 4.2.      Voting
Rights. So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to exercise any and all
voting rights relating or pertaining to the Collateral or any part thereof.


 


Section 4.3.      Performance
by Secured Party of Pledgor’s Obligations. If Pledgor fails to perform or comply with any of its agreements contained herein
and Secured Party itself shall cause performance of or compliance with such agreement, the expenses of Secured Party, together with interest
thereon at the maximum nonusurious per annum rate permitted by applicable law, shall be payable by Pledgor to Secured Party on demand
and shall constitute Obligations secured by this Agreement.


 


Section 4.4.      Secured
Party’s Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by
Secured Party hereunder, Secured Party shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral
or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums
due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood
and agreed that Pledgor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the
foregoing, Secured Party shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if Secured Party
takes such action, for purposes of preserving rights in the Collateral, as Pledgor may reasonably request in writing, but no failure or
omission or delay by Secured Party in complying with any such request by Pledgor, and no refusal by Secured Party to comply with any such
request by Pledgor, shall be deemed to be a failure to exercise reasonable care.


 


Section 4.5.      Assignment
by Secured Party. Secured Party may from time to time assign the Obligations and any portion thereof and the Collateral or any
portion thereof, and the assignee shall be entitled to all of the rights and remedies of Secured Party under this Agreement in relation
thereto.


 






     


     


    

 



 


Section 4.6.      Financing Statements. Pledgor expressly authorizes Secured
Party to file financing statements showing Pledgor as debtor covering all or any portion of the Collateral in such filing locations
as selected by Secured Party and authorizes, ratifies and confirms any financing statement filed prior to the date hereof by Secured
Party in an jurisdiction showing Pledgor as debtor covering all or any portion of the Collateral.


 


ARTICLE V


 


DEFAULT


 


Section 5.1.      Events
of Default. The term “Event of Default” shall mean an Event of Default as defined in the Note.


 


Section 5.2.      Rights
and Remedies. Upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies:


 


(a)         Secured
Party may declare the Obligations or any part thereof immediately due and payable, without notice, demand, presentment, notice of dishonor,
notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of
which are hereby expressly waived by Pledgor; provided, however, that upon the occurrence of an Event of Default under clause (d) or
clause (e) of the definition of Event of Default contained in the Note, the Obligations shall become immediately due and payable
without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to
demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Pledgor.


 


(b)         In
addition to all other rights and remedies granted to Secured Party in this Agreement and in any other instrument or agreement securing,
evidencing, or relating to the Obligations, Secured Party shall have all of the rights and remedies of a secured party under the UCC.
Without limiting the generality of the foregoing, Secured Party may (i) without demand or notice to Pledgor, collect, receive, or
take possession of the Collateral or any part thereof, and/or (ii) sell or otherwise dispose of the Collateral, or any part thereof,
in one or more parcels at public or private sale or sales, at Secured Party’s offices or elsewhere, for cash, on credit, or for
future delivery. Pledgor agrees that Secured Party shall not be obligated to give more than ten (10) days written notice of the
time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable
notice of such matters. Pledgor shall be liable for all expenses of retaking, holding, preparing for sale, or the like, and all attorneys’
fees and other expenses incurred by Secured Party in connection with the collection of the Obligations and the enforcement of Secured
Party’s rights under this Agreement, all of which expenses and fees shall constitute additional Obligations secured by this Agreement.
Secured Party may apply the Collateral against the Obligations in such order and manner as Secured Party may elect in its sole discretion.
Pledgor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay the
Obligations. Pledgor waives all rights of marshalling in respect of the Collateral.


 






     


     


    

 


(c)         Secured
Party may cause any or all of the Collateral held by it to be transferred into the name of Secured Party or the name or names of Secured
Party’s nominee or nominees.


 


(d)         Secured
Party shall be entitled to receive all cash dividends payable in respect of the Collateral.


 


(e)         Secured
Party shall have the right, but shall not be obligated to, exercise or cause to be exercised all voting rights and corporate powers in
respect of the Collateral, and Pledgor shall deliver to Secured Party, if requested by Secured Party, irrevocable proxies with respect
to the Collateral in form satisfactory to Secured Party.


 


(f)          Pledgor
hereby acknowledges and confirms that Secured Party may be unable to effect a public sale of any or all of the Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws and may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers who will be obligated to agree, among other things, to
acquire any shares of the Collateral for their own respective accounts for investment and not with a view to distribution or resale thereof.
Pledgor further acknowledges and confirms that any such private sale may result in prices or other terms less favorable to the seller
than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner, and Secured Party shall be under no obligation to take any steps in order to permit the
Collateral to be sold at a public sale. Secured Party shall be under no obligation to delay a sale of any of the Collateral for any period
of time necessary to permit any issuer thereof to register such Collateral for public sale under the Securities Act of 1933, as amended,
or under applicable state securities laws.


 


(g)         On
any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction with which compliance is
necessary, in the view of Secured Party’s counsel, in order to avoid any violation of applicable law or in order to obtain any
required approval of the purchaser or purchasers by any applicable governmental authority.


 


(h)         On
any sale of the Collateral, Secured Party is authorized to disclaim any warranty, express or implied. Pledgor acknowledges and agrees
that the foregoing action by Secured Party may result in a diminution of the proceeds from any such sale of Collateral.


 






     


     


    

 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.1.     Expenses.
Pledgor agrees to pay on demand all costs and expenses incurred by Secured Party in connection with the preparation, negotiation, execution
and enforcement of this Agreement and any and all amendments, modifications, and supplements hereto.


 


Section 6.2.     No
Waiver; Cumulative Remedies. No failure on the part of Secured Party to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise
of any other right, power, or privilege. The rights and remedies provided for in this Agreement are cumulative and not exclusive of any
rights and remedies provided by law.


 


Section 6.3.     Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of Pledgor and Secured Party and their respective
heirs, successors, and assigns, intestate survivors and legal representatives and executors, as applicable, except that Pledgor may not
assign any of its rights or obligations under this Agreement without the prior written consent of Secured Party.


 


Section 6.4.     Notices.
All notices and other communications provided for in this Agreement shall be given as provided in the Note; provided, however, that notwithstanding
the foregoing, all notices under UCC Sections 9.208 (relating to the release of deposit accounts, electronic chattel paper, investment
property and letter of credit rights), 9.209 (relating to account debtors that have been notified of the assignment to the Secured Party),
9.210 (relating to a request for accounting), 9.513 (relating to requests for termination statements) and 9.616 (explanation of calculations
of surplus or deficiency) shall be effective only if sent to the following address:


 


Houston International Insurance Group, Ltd.





800 Gessner, Suite 600





Houston, Texas 77024


 


Section 6.5.     Applicable
Law; Venue; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas and the applicable laws of the United States of America. This Agreement has been entered into in Harris County, Texas, and it shall
be performable for all purposes in Harris County, Texas. Any action or proceeding against Pledgor under or in connection with this Agreement
or any other instrument or agreement securing, evidencing, or relating to the Obligations or any part thereof may be brought in any state
or federal court in Harris County, Texas, and Pledgor hereby irrevocably submits to the nonexclusive jurisdiction of such courts, and
waives any objection it may now or hereafter have as to the venue of any such action or proceeding brought in such court. Pledgor agrees
that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified in the
Note. Nothing in this Agreement or any other instrument or agreement securing, evidencing, or relating to the Obligations or any part
thereof shall affect the right of Secured Party to serve process in any other manner permitted by law or shall limit the right of Secured
Party to bring any action or proceeding against Pledgor or with respect to any of the Collateral in any state or federal court in any
other jurisdiction. Any action or proceeding by Pledgor against Secured Party shall be brought only in a court located in Harris County,
Texas.


 






     


     


    

 


Section 6.6.       Headings.
The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this
Agreement.


 


Section 6.7.       Survival
of Representations and Warranties. All representations and warranties made in this Agreement or in any certificate delivered
pursuant hereto shall survive the execution and delivery of this Agreement, and no investigation by Secured Party shall affect the representations
and warranties or the right of Secured Party to rely upon them.


 


Section 6.8.       Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


Section 6.9.       Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 6.10.     Obligations
Absolute. The obligations of Pledgor under this Agreement shall be absolute and unconditional and, except upon payment and performance
of the Obligations in full, shall not be released, discharged, reduced, or in any way impaired by any circumstance whatsoever, including,
without limitation, any amendment, modification, extension, or renewal of this Agreement, the Obligations, or any document or instrument
evidencing, securing, or otherwise relating to the Obligations, or any release, subordination, or impairment of collateral, or any waiver,
consent, extension, indulgence, compromise, settlement, or other action or inaction in respect of this Agreement, the Obligations, or
any document or instrument evidencing, securing, or otherwise relating to the Obligations, or any exercise or failure to exercise any
right, remedy, power, or privilege in respect of the Obligations.


 


Section 6.11.   ENTIRE
AGREEMENT; AMENDMENT. THIS AGREEMENT AND THE OTHER DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES
HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING
TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. THE PROVISIONS OF THIS AGREEMENT
MAY BE AMENDED OR WAIVED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES HERETO.


 






     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement as of the date first set forth above.


 


	 	PLEDGOR:
	 	
	 	 
	 	 	 




 


	 	 
	 	SECURED PARTY:
	 	 
	 	HOUSTON INTERNATIONAL INSURANCE GROUP, LTD.,
	 	a Delaware corporation




 


	 	By:	 
	 	 	[●], [●]




 






     


     


    

 


SHARE AWARD AGREEMENT


 


This SHARE AWARD AGREEMENT
(the “Agreement”) is entered into effective as of the __ day of ______, 201_ (the “Grant Date”), by and between
HOUSTON INTERNATIONAL INSURANCE GROUP, LTD., a Delaware corporation (the “Corporation”), and ______________ (“Executive”).


 


WHEREAS, Executive is an employee
of the Corporation or a subsidiary thereof;


 


WHEREAS, Executive has purchased
certain shares of common stock of the Corporation from the Corporation pursuant to a Stock Purchase Agreement of even date herewith (the
 “Stock Purchase”);


 


WHEREAS, the Corporation desires
to grant an award of Restricted Stock (as hereinafter defined) corresponding to the Stock Purchase to Executive on the terms and conditions
hereof and subject to the restrictions set forth herein as an incentive for Executive’s performance of services for such subsidiary;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:


 


1.            Grant
of Restricted Stock.


  


(a)          As
of the Grant Date, and subject to the terms and conditions of this Agreement, the Corporation hereby awards, grants, and conveys to Executive
______ shares of common stock of the Corporation (the “Restricted Stock”).


 


(b)          The
Restricted Stock shall be registered in Executive’s name as of the Grant Date in the records of the Corporation, but shall be restricted
as described herein during the period prior to the vesting of such Restricted Stock in accordance with Section 3 (the “Restriction
Period”).


 


(c)          During
the Restriction Period, any certificates representing the Restricted Stock shall carry the following legend evidencing the restrictions
of this Agreement:


 


“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A SHARE AWARD AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE CORPORATION.”


 


(d)          Subject
to the restrictions set forth in Section 2, Executive shall have all the rights of a stockholder with respect to the Restricted
Stock, including any applicable voting and dividend rights.


 






     


     


    

 


(e)          If,
from time to time during the Restriction Period, there is any stock dividend, stock split, reorganization, recapitalization, or other
extraordinary corporate transaction which results in the issuance of any new or additional shares or securities or different shares or
securities to the shareholders of the Corporation, such new or additional or different shares or securities to which Executive is entitled
by reason of his ownership of the Restricted Stock shall be considered “Restricted Stock” for purposes of this Agreement
and shall be subject to the restrictions described in Section 2 during the Restriction Period.


 


2.            Restrictions.


 


(a)          During
the Restriction Period, Executive shall not sell, transfer, pledge, assign, alienate, hypothecate, or otherwise encumber or dispose of
any unvested shares of Restricted Stock other than by will or the laws of descent and distribution. Any attempt to do so contrary to the
foregoing shall be null and void.


 


(b)          The
then unvested Restricted Stock shall be automatically forfeited and returned to the Corporation without the payment of any consideration,
and Executive shall have no rights with respect to such forfeited Restricted Stock, upon the occurrence of any of the following prior
to the end of the Restriction Period: (1) any termination of employment of Executive unless (i) Executive is simultaneously
hired by the Corporation or one of its subsidiaries, (ii) the termination of employment is by Executive’s employer, under circumstances
that do not constitute a For Cause Termination, as defined in that certain Stock Restriction Agreement dated of even date herewith between
the Corporation and Executive (the “Stock Restriction Agreement”), or (iii) the termination of employment is by Executive
under circumstances that constitute a Good Reason Termination, as defined in the Stock Restriction Agreement; or (2) any Event of
Default under that certain Promissory Note (the “Note”) of even date herewith delivered by Executive to the Corporation pursuant
to the Purchase Agreement (defined below).


 


(c)          Upon
any breach by Executive of Article II of the Stock Restriction Agreement at any time, (i) any Restricted Stock (whether vested
or unvested) then held by Executive shall be automatically forfeited and returned to the Corporation without the payment of any consideration,
and Executive shall have no rights with respect to such forfeited Restricted Stock and (ii) the amount of any pre-tax tax gain realized
by Executive on any prior transfers of Restricted Stock, as determined by the Corporation in its discretion, or, if applicable, such lesser
amount as shall be determined to be the maximum reasonable and enforceable amount by a court, shall be immediately payable by the Executive
to the Corporation.


 


(d)          The
obligations of Executive set forth in this Agreement shall survive any termination of this Agreement and Executive’s employment
with the Corporation or any of its direct or indirect parents or subsidiaries or entities under common control with the Corporation (collectively,
 “Affiliates”).


  


(e)          By
accepting this Agreement, the Executive consents to a deduction from any amounts the Corporation or its Affiliates may owe to the Executive
from time to time to the full extent of any monetary amounts due to the Corporation from the Executive. Without regard to whether the
Corporation elects to make any set-off in whole or in part, if the Corporation does not recover by means of set-off the full amount due
to it from the Executive, calculated as set forth above, the Executive agrees to immediately pay the unpaid balance thereof to the Corporation.


 






     


     


    

 


3.            Vesting.


 


(a)          The
interest of Executive in the Restricted Stock shall vest in proportion to the percentage of the aggregate purchase price payable under
that certain Share Purchase Agreement of even date herewith between the Corporation and Executive providing for the purchase of additional
shares by Executive (the “Purchase Agreement”) that has been paid in cash by Executive, provided that Executive remains employed
by the Corporation or one of its direct or indirect subsidiaries at the time of a payment. Accordingly, thirty percent (30%) of the Restricted
Stock shall vest on the Grant Date, and the remainder of the Restricted Stock shall vest as and when principal payments are made under
the Note, provided that Executive remains employed by the Corporation or an Affiliate at the time of payment.


 


(b)          Notwithstanding
the foregoing, the interest of Executive in the Restricted Stock shall vest as to all (100%) of the then unvested Restricted Stock upon
a Change of Control of the Corporation or an IPO (as defined below). As used herein, (i) “Change of Control” means a
sale of substantially all of the assets of the Corporation or the acquisition by any Person, other than any Person that holds more than
20% of the stock of the Corporation on the Grant Date, of direct or indirect ownership of more than 50% of the fully diluted voting stock
of the Corporation, (ii) “Person” means any person or entity and each other person and entity that directly or indirectly
controls, or is controlled by or under common control with, the specified person or entity; and (iii) “IPO” means the
initial underwritten public offering of equity securities of the Corporation pursuant to an effective registration statement under the
Securities Act of 1933, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor
form.


 


4.            Delivery
of Share Certificates; Compliance with Securities Laws. Upon the vesting of any Restricted Stock granted hereunder, and subject
to any adjustment to such Restricted Stock under Section 6, the Corporation shall record such stock as unrestricted or deliver to
Executive certificates evidencing such Restricted Stock. Nothing herein shall obligate the Corporation to register the Restricted Stock
pursuant to any applicable securities law or to take any other affirmative action in order to cause the issuance or transfer of the Restricted
Stock to comply with any law or regulation of any governmental authority.


 


5.            Stockholders’
Agreement. Executive agrees that all shares of stock issued under this Agreement shall be subject to that certain Amended and
Restated Stockholders’ Agreement dated as of March 12, 2014 among the Corporation and its stockholders (the “Stockholders’
Agreement”). Executive agrees to execute and deliver such instruments as may be reasonably requested by the Corporation to evidence
Executive’s agreement that Executive and Executive’s shares of stock in the Corporation are bound by and subject to the Stockholders’
Agreement. Executive further agrees that all certificates evidencing shares of stock in the Corporation issued to Executive may be endorsed
with a conspicuous legend referencing the Stockholders’ Agreement.


 






     


     


    

 


6.            Tax
Consequences; Tax Withholding.


 


(a)          Executive
shall be responsible for his own tax liability that arises as the result of this Agreement. Executive acknowledges and understands that
he may make an election under Section 83(b) of the Code within 30 days after the Grant Date.


 


(b)          Executive
shall pay to the Corporation, or make arrangements satisfactory to the Corporation regarding payment to the Corporation of, the aggregate
amount of any federal, state, and local income, employment, Social Security, Medicare, and other taxes that the Corporation is required
to withhold in connection with the Restricted Stock, including, but not limited to, the issuance, vesting, or disposition of the Restricted
Stock. The Corporation shall have the right to, at its option: (i) deduct any such taxes from any amounts paid to Executive by the
Corporation or any subsidiary of the Corporation; and (ii) redeem a portion of the Restricted Stock having a Book Value equal to
such taxes, in consideration of the payment of such taxes by the Corporation. “Book Value” means the aggregate book value
of the Corporation as of the last day of the last full calendar quarter preceding the date of the event giving rise to such option determined
in accordance with generally accepted accounting principles in the United States (applied on a basis consistent with the accounting principles,
practices and methodologies used in the past by the Corporation, with such deviations as referred to in the notes thereto and except for
normal, recurring adjustments), multiplied by the ratio that the number of shares of Restricted Stock redeemed bears to all outstanding
shares of common stock of the Corporation, fully diluted by any vested stock options or preferred stock convertible into common stock.


 


7.            Notices.
Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for
whom it is intended at such address as may from time to time be designated by him in a notice mailed or delivered to the other party.
Unless and until some other address is so designated, all notices or communications by Executive to the Corporation shall be mailed or
delivered to the Corporation at 800 Gessner, Suite 600, Houston, Texas 77024, Attention: President, and all notices or communications
by the Corporation to Executive shall be mailed or delivered to Executive’s address specified on the signature page to this
Agreement.


 


8.            Amendments
and Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by the Corporation and Executive, or in the case of a waiver, by the party against whom the
waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power,
or privilege. To the maximum extent permitted by law, (a) no waiver that may be given by a party shall be applicable except in the
specific instance for which it was given and (b) no notice to or demand on one party shall be deemed to be a waiver of any obligation
of such party or the right of the party giving such notice or demand to take further action without notice or demand.


 


9.            No
Right to Continued Service. This Agreement does not confer upon Executive any right to remain in the employ of the Corporation
or any subsidiary of the Corporation, nor shall it interfere in anyway with the right of the Corporation and its subsidiaries to terminate
or change the conditions of his employment at any time.


 






     


     


    

 


10.          Successors
and Assigns; Binding Effect. This Agreement, and the rights and obligations of Executive hereunder, may not be assigned by Executive
other than by will or the laws of descent and distribution. All of the terms and provisions of this Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective executors, heirs, personal representatives, successors, and permitted assigns.


 


11.          Entire
Agreement. This Agreement and the other agreements referenced herein set forth the entire understanding of the parties hereto
with respect to the grant of the Restricted Stock to Executive. Any and all previous agreements and understandings between or among the
parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.


 


12.          Interpretation.
The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term and
vice versa, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein,
each of its other grammatical forms shall have a corresponding meaning. The terms “hereof,” “herein” and “herewith”
and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement. When a reference is made in this Agreement to a Section, such reference is to a Section of this Agreement
unless otherwise specified. The word “include”, “includes”, and “including” when used in this Agreement
shall be deemed to be followed by the words “without limitation”, unless otherwise specified. A reference to any party to
this Agreement or any other agreement or document shall include such party’s predecessors, successors, and permitted assigns. Reference
to any law means such law as amended, modified, codified, replaced, or reenacted, and all rules and regulations promulgated thereunder.
All captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement, and shall not affect
in any way the meaning or interpretation of this Agreement. The parties have participated jointly in the negotiation and drafting of this
Agreement; therefore any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted
against any party by virtue of the authorship of this Agreement shall not apply to the construction and interpretation hereof.


 


13.          Severability.
Any provision of this Agreement which is invalid or unenforceable in any applicable jurisdiction shall be ineffective to the extent of
such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


14.          Governing
Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard
to the conflicts of laws principles thereof. To the maximum extent practicable this Agreement calls for performance and shall be performable
at the offices of the Corporation in Houston, Harris County, Texas and venue for any dispute arising hereunder shall lie exclusively in
the state and/or federal courts of Harris County, Texas and the Southern District of Texas, Houston Division, respectively.


 






     


     


    

 


15.          Signature
in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. The parties agree that the delivery of this Agreement may be effected
by means of an exchange of facsimile signatures which shall be deemed original signatures thereof.


 


16.          Section 409A.
To the extent of any compliance issues or ambiguous terms, this Agreement shall be construed in such a manner so as to comply with the
requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any provision of this Agreement
would cause Executive to occur any additional tax under Code section 409A, the parties will in good faith attempt to reform the provision
in a manner that maintains, to the extent possible, the original intent of the applicable provision without violating the provisions of
Code section 409A.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed in multiple originals effective as of the Grant Date.


 


	 	CORPORATION:
	 	 
	 	HOUSTON INTERNATIONAL INSURANCE GROUP, LTD.,
	 	a Delaware corporation




 


	 	By:	
	 	 	[●], [●]




 


	 	EXECUTIVE:
	 	 
	 	
	 	 	 
	 	 
	 	Address:




 






     


     


    

 



 


STOCK RESTRICTION AGREEMENT


 


This STOCK RESTRICTION AGREEMENT
(the “Agreement”) is entered into effective as of the __ day of ______, 201_, by and between ______________ (the “Shareholder”)
and HOUSTON INTERNATIONAL INSURANCE GROUP, LTD., a Delaware corporation (the “Corporation”). Other capitalized terms
used herein are defined in Article IV hereof.


 


WHEREAS, the
Shareholder owns certain shares (the “Shares”) of the issued and outstanding stock of the Corporation;


 


WHEREAS, the
Corporation has made a loan to the Shareholder to finance the acquisition of a portion of the Shares, pursuant to a Share Purchase Agreement
(the “Share Purchase Agreement”) between Shareholder and Corporation of even date herewith, which loan is evidenced by a Promissory
Note of even date herewith executed by the Shareholder and payable to the order of the Corporation (the “Note”);


 


WHEREAS, the
remainder of the Shares were granted to Shareholder pursuant to a Share Award Agreement on even date herewith (the “Share Award
Agreement”);


 


WHEREAS, transfer
of the Shares is restricted pursuant to the terms of that certain Amended and Restated Stockholders’ Agreement among the Corporation
and its stockholders (the “Stockholders’ Agreement”); and


 


WHEREAS, the
parties mutually agree that it is to their mutual benefit to further restrict the assignability of the Shares and to provide for the purchase
of such Shares under certain specified conditions.


 


NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


 


TRANSFERS AND PURCHASE EVENTS


 


Section 1.1          Restriction
on Transfers.


 


(a)          No
Shares can or shall be Transferred without the written approval of the Corporation prior to the earlier of a Change of Control or an
IPO (as hereinafter defined).


 


(b)          Upon
a Change of Control, Shares may only be Transferred if the following conditions are met: (i) within two years of the date of the
Change in Control, the Shareholder may only Transfer up to that portion of the Shares for which he receives consideration equal to the
sum of (a) the full amount of principal and accrued interest then due under the Note and (b) any taxes the Shareholder is required
to pay with respect to the Shares; (ii) all Transfers must be in compliance with the restrictions of the Stockholders’ Agreement;
and (iii) all Transfers must be in transactions registered under the Securities Act of 1933 or in transactions exempt from such
registration.


 






     


     


    

 


(c)          Upon
an IPO, Shares may only be Transferred if the following conditions are met: (i) within two years of the date of the IPO, the Shareholder
may only Transfer up to that portion of the Shares for which he receives consideration equal to the sum of (a) the full amount of
principal and accrued interest then due under the Note and (b) any taxes the Shareholder is required to pay with respect to the
Shares; (ii) all Transfers must be in compliance with the restrictions of the Stockholders’ Agreement; (iii) all Transfers
must be in transactions registered under the Securities Act of 1933 or in transactions exempt from such registration; and (iv) if
within 30 days prior to the date of the IPO, the Corporation makes a Repurchase Offer, Shareholder may only Transfer shares pursuant
to the Repurchase Offer (as hereinafter defined).


 


(d)          As
used herein, (i) “Change of Control” means a sale of substantially all of the assets of the Corporation or the acquisition
by any Person, other than any Person that holds more than 20% of the stock of the Corporation on the Grant Date, of direct or indirect
ownership of more than 50% of the fully diluted voting stock of the Corporation, (ii) “Person” means any person or entity
and each other person and entity that directly or indirectly controls, or is controlled by or under common control with, the specified
person or entity; (iii) “IPO” means the initial underwritten public offering of equity securities of the Corporation
pursuant to an effective registration statement under the Securities Act of 1933, other than pursuant to a registration statement on
Form S-4 or Form S-8 or any similar or successor form; and (iv) “Repurchase Offer” means an offer by the Corporation
to purchase Shares from the Shareholder in immediately available funds at either the Book Value Purchase Price or the per share price
to be paid in the IPO, which offer the Shareholder is given at least 10 days to consider.


 


Section 1.2         Effect
of Attempted Disposition in Violation of this Agreement. Any attempted Transfer of any Shares in breach of this Agreement shall
be null and void and of no effect whatever.


 


Section 1.3         Purchase
of Interest upon Certain Events.


 


(a)        Voluntary
Good Reason Termination or Involuntary Termination without Cause. If the Shareholder ceases to be employed by an Employer due
to a Good Reason Termination or a termination by Employer not constituting a For Cause Termination, then the Corporation shall have the
option to purchase all of the Shareholder’s Shares (whether acquired pursuant to the Share Award Agreement, the Share Purchase
Agreement, or otherwise), commencing on the date of such cessation, for a purchase price equal to the Book Value Purchase Price.


 


(b)        Voluntary
Termination Without Good Reason or Involuntary Termination for Cause; Event of Default and Certain Violations. In the event of:
(1) a termination of employment of Shareholder with an Employer by Shareholder not constituting a Good Reason Termination or a
For Cause Termination by an Employer, (2) an Event of Default (as defined in the Note) occurs, or (3) the Shareholder breaches
any of the provisions of Article II hereof, then the Corporation shall have the option to purchase all of the Shareholder’s
Shares (whether acquired pursuant to the Share Award Agreement, the Share Purchase Agreement, or otherwise), commencing on the date of
such termination or breach, for a purchase price equal to the lower of the General Purchase Price or the Book Value Purchase Price.


 






     


     


    

 


(c)           Involuntary
Assignment Event. Upon the occurrence of an Involuntary Assignment Event with respect to the Shareholder, the Corporation shall
have the option, commencing on the date of such Involuntary Assignment Event, to purchase from the Shareholder or the legal representative
or transferee of the Shareholder, the Shareholder’s Shares for a purchase price equal to the lower of the General Purchase Price
or the Book Value Purchase Price.


 


(d)          Payment
of Purchase Price. The purchase price shall be paid in the form of immediately available funds.


 


(e)          Option.
For one hundred eighty (180) days after the event giving rise to the option under this Section 1.3, the Corporation or any other
Person or Persons designated by the Corporation shall have the option to purchase the Shares pursuant to this Section 1.3.


 


(f)           Exercise
of Option and Closing. Any option under this Agreement may be exercised by giving written notice of such exercise to the Shareholder
or holder of an interest in Shares within the applicable option period. The closing of a purchase and sale pursuant to this Section 1.3
shall be held at a place designated by the Corporation ninety (90) days following the exercise of an option hereunder. At such closing,
(a) the selling party shall assign his entire interest in the Shares to the purchasing party, free and clear of all liens, claims,
and encumbrances (other than those created by this Agreement), and shall execute and deliver to the purchasing party all documents which
may be reasonably required to give effect to such purchase and sale; and (b) the purchasing party shall pay to the selling party
the purchase price for the selling party’s interest in the Shares in the form as provided in Section 1.3(d) of this Agreement.


 


Section 1.4          [Reserved.]


 


Section 1.5           Distributions.
If Shareholder shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate
representing a distribution in connection with any reclassification, increase, or reduction of equity or issued in connection with any
reorganization), option or rights, share dividend, restricted share grant, or other issuance of equity in the Corporation from and after
the date of this Agreement, whether as an addition to, in substitution of, or in exchange for any Shares or otherwise, Shareholder agrees
that such stock certificate or other distribution shall be subject to the terms hereof; and in case any distribution of stock shall be
made on or in respect of the Shares pursuant to any recapitalization or reclassification of the equity of the issuer thereof or pursuant
to any reorganization of the issuer thereof, the stock so distributed shall be subject to the terms hereof.


  



     


     


    

 


ARTICLE II


 


NON-SOLICITATION


 


Section 2.1          Non-Solicitation.
In consideration of these premises and as inducement for the Corporation to enter into this Agreement and the Corporation’s
directive that the Employer provide the Shareholder with access to the confidential and proprietary information of the Employer and with
training in the methods of operations of the Employer, subject to the limitations set forth herein, Shareholder agrees to each of the
following restrictions for the time periods as specified below:


 


(a)          Restricted
Business Relations. During Executive’s employment with the Company and for an additional period of 24 months following
any termination of such employment, Executive shall not, directly or indirectly, either for her/himself or any other person, other than
on behalf of the Company, entice, induce, persuade, attempt to persuade or otherwise cause the Company’s customers, service providers,
producers or brokers to terminate, reduce or diminish their relationship with the Company, including accepting any business from any
customer who was a customer of the Company’s within 12 months of Executive’s termination. This Section 2.1(a) applies
to business and relationships related to the Division or programs in which Executive worked, but does not apply to any subscription business.


 


(b)          Non-Solicitation
of Employees. During Shareholder’s employment with the Employer and for an additional period of 24 months following any
termination of such employment, Shareholder shall not, directly or indirectly, either for herself or any other person: (1) induce
or attempt to induce any then current employee of the Employer or any of its direct or indirect parents or subsidiaries or entities under
common control with the Employer (collectively, “Affiliates”) to leave the employ of the Employer or its Affiliates; (2) in
any way interfere with the relationship between the Employer or its Affiliates and any then current employee of the Employer or its Affiliates;
or (3) other than on behalf of the Employer or its Affiliates, employ, or otherwise engage as an employee, independent contractor,
consultant, or otherwise, any current employee or any former employee who was employed by the Employer or its Affiliates during Shareholder’s
tenure with the Employer.


 


(c)          Non-Disparagement.
During Shareholder’s employment with the Employer and for an additional period of 24 months following any termination of such employment,
Shareholder shall not, except as required by applicable law or compelled by legal process, (i) make any derogatory, disparaging
or critical statement about the Corporation or any of its present or former officers, directors, employees, shareholders, parents or
subsidiaries or (ii) without the prior written consent of the Corporation, communicate, directly or indirectly, with the press or
other media concerning the Corporation or the present or former employees or business of the Corporation.


 






     


     


    

 


Section 2.2           Remedies.
The Employer shall be a third party beneficiary of the obligations of the Shareholder hereunder. The Shareholder acknowledges and agrees
that any violation of this Article II will result in irreparable injury to the Corporation and the Employer and that damages at law
would not be reasonable or adequate compensation to the Corporation and the Employer for a violation of this Article. Accordingly, in
the event that the Shareholder breaches any of the covenants set forth in this Article II: (i) the term of such covenant will
be extended by the period of the duration of such breach; (ii) the Corporation and the Employer will be entitled to receive from
the Shareholder any and all damages, losses or expenses related thereto or arising therefrom; (iii)(X) any Restricted Stock (as defined
in the Share Award Agreement) (whether vested or unvested) then held by Shareholder shall be automatically forfeited and returned to the
Corporation without the payment of any consideration, and Shareholder shall have no rights with respect to such forfeited Restricted Stock;
and (Y) the amount of any pre-tax tax gain realized by Shareholder on any prior transfers of Restricted Stock, as determined by the
Corporation in its discretion, or, if applicable, such lesser amount as shall be determined to be the maximum reasonable and enforceable
amount by a court, shall be immediately payable by the Shareholder to the Corporation; and (iv) the Corporation and the Employer
will be entitled to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically
enforce the provisions of Article II without the necessity of proving actual damages and without posting bond or other security as
well as to an equitable accounting of all earnings, profits and other benefits arising out of any violation of Article II of this
Agreement.


 


Section 2.3          Set-off
rights. By accepting this Agreement, the Shareholder consents to a deduction from any amounts the Corporation or the Employer
may owe to the Shareholder from time to time to the full extent of any monetary amounts due to the Corporation or the Employer from the
Shareholder. Without regard to whether the Corporation elects to make any set-off in whole or in part, if the Corporation or the Employer
does not recover by means of set-off the full amount due to it from the Shareholder, calculated as set forth above, the Shareholder agrees
to immediately pay the unpaid balance thereof to the Corporation or the Employer, as applicable.


 


Section 2.4          Scope.
The Shareholder acknowledges and agrees that the provisions of and scope of this Article are reasonable and necessary to protect
the legitimate interests of the Corporation and the Employer and will not prevent the Shareholder from earning a livelihood. If, however,
for any reason, any court of competent jurisdiction determines that the restrictions set forth in Section 2.1 are not reasonable,
that the consideration is inadequate, or that Shareholder has been prevented from earning a livelihood, such restrictions shall be interpreted,
modified, or rewritten to include as much of the duration and scope identified in Section 2.1 as will render such restrictions valid
and enforceable. The obligations of Shareholder set forth in Article II shall survive any termination of this Agreement and
Shareholder’s employment with Employer.


 






     


     


    

 


ARTICLE III


 


DEFINITIONS


 


Section 3.1          Terms
Defined. When used in this Agreement, the following terms shall have the meanings set forth below:


 


“Book Value
Purchase Price” shall mean, with respect to Shares of common stock of the Corporation or an interest therein that are subject to
a purchase option under Section 1.3(a), (b), or (c) hereof, the aggregate book value of the Corporation as of the last day of
the last full calendar quarter preceding the date of the event giving rise to such option determined in accordance with generally accepted
accounting principles in the United States (applied on a basis consistent with the accounting principles, practices and methodologies
used in the past by the Corporation, with such deviations as referred to in the notes thereto and except for normal, recurring adjustments),
multiplied by the ratio that the number of Shares of common stock or interest therein that are subject to such purchase option bears to
all outstanding shares of common stock of the Corporation, fully diluted by any vested stock options or preferred stock convertible into
common stock.


 


“Employer”
shall mean the Corporation, or any entity in which the Corporation owns a direct or indirect interest, or any successor to any such entity.


 


“For Cause
Termination” shall mean termination of Shareholder’s employment by Employer for (i) the Shareholder’s willful and
continued failure to perform his material duties with respect to an Employer which continues beyond fifteen (15) days after a written
demand for substantial performance is delivered to him by the Employer, (ii) willful misconduct by the Shareholder involving dishonesty,
or breach of trust in connection with his employment hereunder, (iii) indictment of the Shareholder for, or a plea of guilty or nolo
contendere to, any felony or any misdemeanor involving moral turpitude, (iv) willful failure by the Shareholder to comply in all
material respects with an Employer’s code of business conduct which continues beyond fifteen (15) days after written demand for
substantial compliance is delivered to him by the Employer, or (v) willful breach by the Shareholder of any of the material covenants
in any employment agreement he may have with an Employer which continues beyond fifteen (15) days after written demand to remedy the breach.


 


“General Purchase
Price” means, with respect to Shares or interest therein that are subject to a purchase option under Section 1.3(b) or
(c) hereof, the purchase price paid by the Shareholder for such Shares or interest therein.


 


“Good Reason
Termination” shall mean a termination of employment by Shareholder within ninety (90) days following (in each case without the Shareholder’s
written consent): (i) a material diminution in the Shareholder’s duties or responsibilities; (ii) any request that the
Shareholder relocate his primary place of business more than one hundred (100) miles or (iii) Employer materially breaches the terms
of any employment agreement it has with Shareholder; provided that the Employer shall have thirty (30) days after receipt of notice from
the Shareholder in writing specifying the deficiency to cure the deficiency that would result in a Good Reason Termination.


 






     


     


    

 


“Involuntary
Assignment Event” means, with respect to the Shareholder, the acquisition by the Corporation of knowledge of any of the following:
any loan to the Shareholder (other than that evidenced by the Note) secured by the Shares or guaranteed by the Shareholder shall be in
default; the filing by the Shareholder of any petition or action for relief under any bankruptcy, reorganization, insolvency, or moratorium
law, or any law for the relief of, or relating, to debtors; the expiration of ten (10) days following the filing of an involuntary
petition under any bankruptcy statute against the Shareholder, or the appointment of a custodian, receiver, sequestrator, trustee, assignee
for the benefit of creditors, or other similar official to take possession, custody, or control of any of the properties of the Shareholder,
unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ten (10) days from the date of such
filing or appointment; the expiration of ten (10) days following the levy of a writ of execution, attachment, garnishment, or other
similar process of law against any of the Shares of the Shareholder, unless such writ is paid, released, quashed, or bonded within ten
(10) days following the date of such levy; or any act, demand, or attempt to realize upon any of the Shares of the Shareholder as
collateral security for any indebtedness or obligation. If the Shareholder suffers any of such events, he shall have the duty to give
prompt notice thereof to the Corporation.


 


“Person”
shall mean an individual, partnership, joint venture, corporation, trust, limited liability company, estate or other entity or organization.


 


“Transfer”
shall mean the sale, transfer, gift, conveyance, assignment, pledge, hypothecation, mortgage or other encumbrance or disposition of all
or any part of the Shares.


 


ARTICLE IV


 


MISCELLANEOUS


 


4.1          Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and any additional parties
hereto, and their executors, administrators, personal representatives, heirs, agents, legatees, successors, and assigns.


 


4.2          Additional
Documents. All parties hereto agree to execute any and all documents and to perform any and all other acts reasonably necessary
to accomplish the purposes of this Agreement, including, but not limited to, the furnishing of releases and evidence of payment upon
completion of a sale hereunder.


 


4.3          Sale
of Entire Interest. All parties agree that any purchase or sale of all of the Shares of the Shareholder contemplated by and described
in this Agreement shall constitute a sale and purchase of any and all interest, claim, title, and right of the Shareholder and his successors
and assigns in or to the Corporation, including, without limitation, the goodwill, accounts receivable, contract rights, accrued time,
and all other property or assets of the Corporation, tangible or intangible. All parties further agree and acknowledge that consideration
has been and will be given to all of these factors in determining the purchase price as described and established herein.


 






     


     


    

 


4.4          Specific
Performance. If any party subject to this Agreement fails or refuses to fulfill the obligations required to be made or delivered
by it by this Agreement, or to make any payment or deliver any instrument required to be made or delivered by it by this Agreement, then
any other party hereto shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in
addition to any other remedies at law or in equity to which such party might be entitled.


 


4.5          Attorneys’
Fees. If this Agreement, or any part hereof, or any obligation described herein is placed in the hands of an attorney for collection
or enforcement, then the party seeking such enforcement or collection shall be entitled to recover reasonable attorneys’ fees and
expenses in addition to such collection or enforcement.


 


4.6          Governing
Law. This Agreement is made pursuant to and shall be construed under the laws of the State of Texas, without regard to the conflicts
of laws principles thereof. Any payments becoming due hereunder, and any obligations performable hereunder, shall be payable and performable
in Harris County, Texas.


 


4.7          Entire
Agreement. This Agreement, the Stockholders’ Agreement, the Note, the Share Purchase Agreement, the Share Award Agreement,
and that certain Security Agreement of even date herewith between the Corporation and Executive and other ancillary documents related
thereto constitute the entire agreement of the parties, and supersede all prior agreements, understandings, or documents, with respect
to the subject matter hereof.


 


4.8          Amendment
and Waiver. This Agreement may be amended, modified, superseded, or cancelled, and any of the terms, provisions, covenants, representations,
warranties, or conditions contained herein may be waived only by a written instrument executed by all parties hereto or, in the case of
a waiver, by the party waiving compliance. The failure of any party at any time to require performance of any provision hereof shall in
no manner affect the right to enforce such provision or constitute a continuing waiver of such provision.


 


4.9          Pronouns.
All pronouns, nouns, and other terms used in this Agreement shall include the masculine, feminine,
neuter, singular, and plural forms thereof, wherever appropriate to the context.


 


4.10        Severability.
Subject to Section 2.4, any provision of this Agreement which is invalid or unenforceable in any applicable jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions
hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 


4.11        Multiple
Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.


 






     


     


    

 


4.12        Headings;
Sections. The captions or headings contained in this Agreement are inserted and included solely for convenience and shall never
be considered or given any effect in construing the provisions hereof if any question of intent should arise. References herein to a “Section”
mean a section of this Agreement.


 


4.13        Notices.
Any notice or offer under this Agreement shall be in writing and shall be deemed to have been received on the earlier of (i) the
date actually received or (ii) three (3) days after the date on which it is deposited in the United States mail if mailed by
certified mail, return receipt requested, postage prepaid, properly addressed to the principal office of the Corporation if to the Corporation,
or to the address of the Shareholder as shown in the books of the Corporation if to the Shareholder, or at such changed address of which
a party has given notice.


 


4.14        Section 409A.
To the extent of any compliance issues or ambiguous terms, this Agreement shall be construed in such a manner so as to comply with the
requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any provision of this Agreement
would cause Shareholder to occur any additional tax under Code section 409A, the parties will in good faith attempt to reform the provision
in a manner that maintains, to the extent possible, the original intent of the applicable provision without violating the provisions of
Code section 409A.


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have entered into this Agreement as of the date first set forth above.


 


	 	CORPORATION:
	 	 
	 	HOUSTON INTERNATIONAL INSURANCE GROUP, LTD.
	 	a Delaware corporation




 


	 	By:	 
	 	 	[●], [●]




 


	 	SHAREHOLDER:
	 	 
	 	
	 	 	 




 






     


     


    

 


JOINDER AGREEMENT


 


This Joinder Agreement (this
 “Agreement”) is entered into by ______________ (“Stockholder”) in favor of HOUSTON INTERNATIONAL INSURANCE GROUP, LTD.,
a Delaware corporation (the “Corporation”), and the stockholders of the Corporation as follows:


 


In consideration of the sum
of Ten Dollars ($10.00) and other good and valuable consideration, including without limitation the issuance of shares in the Corporation
to Stockholder, the receipt and sufficiency of which are hereby acknowledged, Stockholder agrees to be bound by, and that all shares of
Stockholder’s stock in the Corporation shall be subject to, that certain Amended and Restated Stockholders’ Agreement dated
as of March 12, 2014 among the Corporation and its stockholders (the “Stockholders’ Agreement”). Stockholder further
agrees that all certificates evidencing shares of stock in the Corporation issued to Stockholder may be endorsed with a conspicuous legend
referencing the Stockholders’ Agreement.


 


DATED: ______ __, 201_.


 


	 	
	 	 	 




 






     


     


    

 


STOCK POWER


 


FOR VALUE RECEIVED, the receipt
and sufficiency of which are hereby acknowledged, ______________ hereby conveys, assigns, and transfers to Houston International Insurance
Group, Ltd. (the “Company”) __________ shares of the common stock of the Company, now registered in the name of ________________
on the books of the Company, and being represented by Certificate No. ______. ______________ hereby appoints the Company agent to
transfer the aforesaid stock on the books of the Company.


 


EXECUTED the __ day of ______, 201_.