Exhibit 10.26


 


METROMlLE,
INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT


 


As
a condition of my employment with MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”),
and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company,
I agree to the following provisions of this MetroMile, Inc. At-Will Employment, Confidential Information, Invention Assignment,
and Arbitration Agreement (this “Agreement”):


 


1.
At-Will Employment


 


l
UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR NO SPECIFIED TERM AND CONSTITUTES “AT-WILL”
EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED
BY THE PRESIDENT OR CEO OF METROMILE, INC. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY
TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY, WITH OR WITHOUT NOTICE.
I FURTHER ACKNOWLEDGE THAT THE COMPANY MAY MODIFY JOB TITLES, SALARIES, AND BENEFITS FROM TIME TO TIME AS TT DEEMS NECESSARY.


 


2.
Confidentiality


 


A.
Definition of Confidential Information. I understand that “Company Confidential Information” means information
(including any and all combinations of individual items of information) that the Company has or will develop, acquire, create,
compile, discover or own, that has value in or to the Company’ s business which is not generally known and which the Company
wishes to maintain as confidential. Company Confidential Information includes both information disclosed by the Company to me,
and information developed or learned by me during the course of my employment with Company. Company Confidential Information also
includes all information of which the unauthorized disclosure could be detrimental to the interests of Company, whether or not
such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information
includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development
of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research,
product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and
customers (including, but not limited to, customers of the Company on which I called or with which J may become acquainted during
the term of my employment), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the
Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other
Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which
I can establish (i) was publicly known or made generally available prior to the time of disclosure by Company to me; (ii) becomes
publicly known or made generally available after disclosure by Company to me through no wrongful action or omission by me; or
(iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by Company as shown by my then-contemporaneous
written records; provided that any combination of individual items of information shall not be deemed to be within any of the
foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a
whole is within such exception. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss
the terms, wages, and working conditions of their employment, as protected by applicable law.


 



     


     


    

 


B.
Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I will hold in the strictest confidence,
and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information, and I will
not (i) use the Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course
of my employment, or (ii) disclose the Company Confidential Information to any third party without the prior written authorization
of the President, CEO, or the Board of Directors of the Company. Prior to disclosure when compelled by applicable law; I shall
provide prior written notice to the President, CEO, and General Counsel of MetroMile, Inc. (as applicable). I agree that I obtain
no title to any Company Confidential Information, and that as between Company and myself, MetroMile, Inc. retains all Confidential
Information as the sole property of MetroMile, Inc. I understand that my unauthorized use or disclosure of Company Confidential
Information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by
the Company. I understand that my obligations under this Section 2.B shall continue after tem1ination of my employment.


 


C.
Former Employer Confidential Information. I agree that during my employment with the Company, I will not improperly use,
disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or
entity with which I have an obligation to keep in confidence. I further agree that I will not bring onto the Company’s premises
or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging
to any such third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.


 


D.
Third Party Information. I recognize that the Company has received and in the future will receive from third parties associated
with the Company, e.g., the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated
Third Parties”), their confidential or proprietary information (“Associated Third Party Confidential Information”)
subject to a duty on the Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information
and to use it only for certain limited purposes. By way of example, Associated Third Party Confidential Information may include
the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third
Parties, and information related to the business conducted between the Company and such Associated Third Parties. I agree at all
times during my employment with the Company and thereafter, that I owe the Company and its Associated Third Parties a duty to
hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it
to any person, firm, corporation, or other third party except as necessary in carrying out my work for the Company consistent
with the Company’s agreement with such Associated Third Parties. I further agree to comply with any and all Company policies
and guidelines that may be adopted from time to time regarding Associated Third Parties and Associated Third Party Confidential
Information. J understand that my unauthorized use or disclosure of Associated Third Party Confidential Information or violation
of any Company policies during my employment may lead to disciplinary action, up to and including immediate tem1ination and legal
action by the Company.


 



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3.
Ownership


 


A.
Assignment of Inventions. As between the Company and myself, I agree that all right, title, and interest in and to any
and all copyrightable material, notes, records, drawings, designs, logos, inventions, improvements, developments, discoveries,
ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration
with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use
of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets,
mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.G below
(collectively, “Inventions”), are the sole property of MetroMile, Inc. I also agree to promptly make full written
disclosure to MetroMile, Inc. of any Inventions, and to deliver and assign and hereby irrevocably assign fully to MetroMile, Inc.
all of my right, title and interest in and to Inventions. I agree that this assignment includes a present conveyance to MetroMile,
Inc. of ownership of Inventions that are not yet in existence. I further acknowledge that all original works of authorship that
are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and
that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright
Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s
sole discretion and for the Company’s sole benefit, and that no royalty or other consideration will be due to me as a result
of the Company’s efforts to commercialize or market any such Inventions.


 


B.
Pre-Existing Materials. I will inform MetroMile, Inc. in writing before incorporating any inventions, discoveries, ideas,
original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property
rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including, without
limitation, any such inventions that are subject to California Labor Code Section 2870 (attached hereto as Exhibit B) (“Prior
Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with
the Company; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license
(with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute,
modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction,
including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I
will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets
and other proprietary information or intellectual property rights owned by any third party into any Invention without MetroMile,
Inc. ‘s prior written permission. I have attached hereto as Exhibit A, a list describing all Prior Inventions or,
if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant
that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations
under this Agreement.


 


C.
Moral Rights. Any assignment to MetroMile, Inc. of Inventions includes all rights of attribution, paternity, integrity,
modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).
To the extent that Moral Rights cannot be assigned under applicable law, 1 hereby waive and agree not to enforce any and all Moral
Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.


 


D.
Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and authentic written records of all
Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in
the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. As
between Company and myself, the records are and will be available to and remain the sole property of MetroMile, Inc. at all times.


 


E.
Further Assurances. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way
to secure the Company’s rights in the Inventions in any and all countries, including the disclosure to the Company of all
pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, and
all other instruments that the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend,
and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns, and nominees the
sole and exclusive rights, title, and interest in and to all Inventions, and testifying in a suit or other proceeding relating
to such Inventions. I further agree that my obligations under this Section 3.E shall continue after the termination of this Agreement.


 



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F.
Attorney-in-Fact. I agree that, if the Company is unable because of my unavailability, mental or physical incapacity, or
for any other reason to secure my signature with respect to any Inventions, including, without limitation, for the purpose of
applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering
the Inventions assigned to MetroMile, Inc. in Section 3.A, then I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file
any papers and oaths, and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and
issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by me. This power
of attorney shall be deemed coupled with an interest, and shall be irrevocable.


 


G.
Exception to Assignments. I UNDERSTAND THAT THE PROVISIONS OF THIS AGREEMENT REQUIRING ASSIGNMENT OF INVENTIONS (AS DEFINED
UNDER SECTION 3.A ABOVE) TO METROMILE, INC. DO NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF
CALIFORNIA LABOR CODE SECTION 2870 (ATTACHED HERETO AS EXHIBIT B). I WILL ADVISE METROMlLE, INC. PROMPTLY IN WRITING OF
ANY INVENTIONS THAT I BELIEVE MEET THE CRITERIA IN CALIFORNIA LABOR CODE SECTION 2870 AND ARE NOT OTHERWISE DISCLOSED ON EXHIBIT
A TO PERMIT A DETERMINATION OF OWNERSHIP BY THE COMPANY, ANY SUCH DISCLOSURE WILL BE RECEIVED IN CONFIDENCE.


 


4.
Conflicting Obligations


 


A.
Current Obligations. I agree that during the term of my employment with the Company, I will not engage in or undertake
any other employment, occupation, consulting relationship, or commitment that is directly related to the business in which the
Company is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities that conflict
with my obligations to the Company.


 


B.
Prior Relationships. Without limiting Section 4.A, I represent and warrant that I have no other agreements, relationships,
or commitments to any other person or entity that conflict with the provisions of this Agreement, my obligations to the Company
under this Agreement, or my ability to become employed and perform the services for which I am being hired by the Company. I further
agree that if I have signed a confidentiality agreement or similar type of agreement with any former employer or other entity,
I will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. I represent and
warrant that after undertaking a careful search (including searches of my computers, cell phones, electronic devices, and documents),
I have returned all property and confidential information belonging to all prior employers (and/or other third parties I have
performed services for in accordance with the terms of my applicable agreement). Moreover, I agree to fully indemnify the Company,
its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting
from my breach of my obligations under any agreement with a third party to which I am a party or obligation to which 1 am bound,
as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, except as
prohibited by law.


 



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5.
Return of Company Materials


 


A.
Definition of Electronic Media Equipment and Electronic Media Systems. I understand that “Electronic Media Equipment”
includes, but is not limited to, computers, external storage devices, thumb drives, handheld electronic devices, telephone equipment,
and other electronic media devices. I understand that “Electronic Media Systems” includes, but is not limited to,
computer servers, messaging and email systems or accounts, and web-based services (including cloud-based information storage accounts),
whether provided for my use directly by the company or by third-party providers on behalf of the company.


 


B.
Return of Company Property. I understand that anything that I created or worked on for the Company while working for the
Company belongs solely to the Company and that I cannot remove, retain, or use such information without the Company’s express
written permission. Accordingly, upon separation from employment with the Company or upon the Company’s request at any other
time, I will immediately deliver to MetroMile, Inc., and will not keep in my possession, recreate, or deliver to anyone else,
any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential
Information, all Company equipment including all Company Electronic Media Equipment, all tangible embodiments of the Inventions,
all electronically stored information and passwords to access such property, Company credit cards, records, data, notes, notebooks,
reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts,
any other documents and property, and reproductions of any of the foregoing items, including, without limitation, those records
maintained pursuant to Section 3.D.


 


C.
Return of Company Information on Company Electronic Media Equipment. In connection with my obligation to return information
to the Company, I agree that I will not copy, delete, or alter any information, including personal information voluntarily created
or stored, contained upon my Company Electronic Media Equipment before I return the information to the Company.


 


D.
Return of Company Information on Personal Electronic Media Equipment. In addition, if I have used any personal Electronic
Media Equipment or personal Electronic Media Systems to create, receive, store, review, prepare or transmit any Company information,
including but not limited to, Company Confidential Information, I agree to make a prompt and reasonable search for such information
in good faith, including reviewing any personal Electronic Media Equipment or personal Electronic Media Systems to locate such
information and if I locate such information I agree to notify the Company of that fact and then provide the Company with a computer-useable
copy of all such Company information from those equipment and systems; and I agree to cooperate reasonably with the Company to
verify that the necessary copying is completed (including upon request providing a sworn declaration confirming the return of
property and deletion of information), and, upon confirmation of compliance by the Company, I agree to delete and expunge all
Company information.


 


E.
No Expectation of Privacy in Company Property. I understand that I have no expectation of privacy in Company property,
and I agree that any Company property situated on Company premises, or held by third-party providers for the benefit of the company,
is subject to inspection by Company personnel at any time with or without further notice. I also understand and agree that as
it relates to the Company’s desire to protect its confidential and proprietary information, I have no expectation of privacy
as to any personal Electronic Media Equipment or personal Electronic Media Systems that I have used for Company purposes. I further
agree that the Company, at its sole discretion, may have access to such personal Electronic Media Equipment or personal Electronic
Media Systems to retrieve, destroy, or ensure the permanent deletion of Company information from such equipment or systems. I
also consent to an exit interview and an audit to confirm my compliance with this Section 5, and I will certify in writing
that I have complied with the requirements of this Section 5.


 



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6.
Termination Certification


 


Upon
separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification”
attached hereto as Exhibit C. I also agree to keep MetroMile, Inc. advised of my home and business address for a period
of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing
obligations provided by this Agreement.


 


7.
Notification of New Employer


 


In
the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about
my obligations under this Agreement.


 


8.
Solicitation of Employees


 


To
the fullest extent permitted under applicable law, I agree that during my employment and for a period of twelve (12) months immediately
following the termination of my relationship with the Company for any reason, whether voluntary or involuntary, with or without
cause, I will not directly or indirectly solicit any of the Company’s employees to leave their employment at the Company.
I agree that nothing in this Section 8 shall affect my continuing obligations under this Agreement during and after this
twelve (12) month period, including, without limitation, my obligations under Section 2.


 


9.
Conflict of Interest Guidelines


 


J
agree to diligently adhere to all policies of the Company, including the Company’s insider trading policies and the Company’s
Conflict of Interest Guidelines. A copy of the Company’s current Conflict of Interest Guidelines is attached as Exhibit
D hereto, but I understand that these Conflict of Interest Guidelines may be revised from time to time during my employment.


 


10.
Representations


 


Without
limiting my obligations under Section 3.E above, I agree to execute any proper oath or verify any proper document required
to carry out the terms of this Agreement. I represent and warrant that my performance of all the terms of this Agreement will
not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by
the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement
in conflict herewith.


 


11.
Audit


 


I
acknowledge that I have no reasonable expectation of privacy in any computer, handheld device, telephone, voicemail, email or
other technology system that is used to conduct the business of the Company. All information, data, and messages created, received,
sent, or stored in these systems are, at all times, the property of the Company. As such, the Company has the right to audit and
search all such items and systems, without further notice to me, to ensure that the Company is licensed to use the software on
the Company’s devices in compliance with the Company’s software licensing policies, to ensure compliance with the
Company’s policies, and for any other business-related purposes in the Company’s sole discretion. 1 understand that
I am not permitted to add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology systems,
including, without limitation, open source or free software not authorized by the Company, and that I shall refrain from copying
unlicensed software onto the Company’s technology systems or using non-licensed software or websites. I understand that
it is my responsibility to comply with the Company’s policies governing use of the Company’s documents and the internet,
email, telephone, and technology systems to which I will have access in connection with my employment.


 



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I
am aware that the Company has or may acquire software and systems that are capable of monitoring and recording all Company network
traffic to and from any computer, handheld device, telephone, voicemail, email or other technology system I may use to access
the Company’s internal networks. The Company reserves the right to access, review, copy, and delete any of the infom1ation,
data, or messages accessed through these systems with or without notice to me and/or in my absence. This includes, but is not
limited to, all e-mail messages sent or received, all website visits, all chat sessions, all news group activity (including groups
visited, messages read, and postings by me), and all file transfers into and out of the Company’s internal networks. The
Company further reserves the right to retrieve previously deleted messages from e-mail or voicemail and monitor usage of the Internet,
including websites visited and any information I have downloaded. In addition, the Company may review Internet and technology
systems activity and analyze usage patterns, and may choose to publicize this data to assure that technology systems are devoted
to legitimate business purposes.


 


12.
ARBITRATION AND EQUITABLE RELIEF


 


A.
Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES,
AND MY RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I
AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING
FROM MY EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY, INCLUDING
ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT AND PURSUANT TO THE ARBITRATION
PROVISIONS SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 1280 THROUGH 1294.2 (THE “CCP ACT”) AND
CALIFORNIA LAW, AND SHALL BE BROUGHT IN ANY INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, REPRESENTATIVE OR CLASS MEMBER IN ANY
PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, I UNDERSTAND THAT I MAY BRING A PROCEEDING
AS A PRIVATE ATTORNEY GENERAL AS PERMITTED BY LAW. FOR THE AVOIDANCE OF DOUBT, THE FEDERAL ARBITRATION ACT GOVERNS THIS AGREEMENT
AND SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE APPLICATION OF PROCEDURAL RULES SET FORTH IN THE CCP
ACT AND CALIFORNIA LAW. I AGREE TO ARBITRATE ANY AND ALL COMMON LAW AND/OR STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL
LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT
OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES OXLEY ACT, THE
WORKER ADJUSTMENT AND RETRAINING NOTIFICATION” ACT, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING
ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THE CALIFORNIA LABOR CODE, CLATh1S RELATING TO EMPLOYMENT
STATUS, CLASSIFICATION AND RELATIONSHIP WITH THE COMPANY, AND CLAIMS OF HARASSMENT, DISCRIMINATION, WRONGFUL TERMINATION, AND
BREACH OF CONTRACT, EXCEPT AS PROHIBITED BY LAW. I ALSO AGREE TO ARBITRATE ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO
THE INTERPRETATION OR APPLICATION OF THIS AGREEMENT TO ARBITRATE, BUT NOT DISPUTES ABOUT THE ENFORCEABILITY, REVOCABILITY OR VALIDITY
OF THIS AGREEMENT TO ARBITRATE OR ANY PORTION HEREOF OR THE CLASS, COLLECTIVE AND REPRESENTATIVE PROCEEDING WAIVER HEREIN. WITH
RESPECT TO ALL SUCH CLAIMS AND DISPUTES THAT I AGREE TO ARBITRATE, I HEREBY EXPRESSLY AGREE TO WAIVE, AND DO WAIVE, ANY RIGHT
TO A TRIAL BY JURY. NOTWITHSTANDING THE FOREGOING, I UNDERSTAND THAT NOTHING IN THE AGREEMENT CONSTITUTES A WAIVER OF MY RIGHTS
UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY
DISPUTES THAT THE COMPANY MAY HAVE WITH ME.


 



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B.
Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”),
PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”), WHICH ARE AVAILABLE AT http://www.iamsadr.com/rules-employment-arbitration/
AND FROM HUMAN RESOURCES AND ATTACHED HERETO AS EXHIBIT E]. I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS
BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND
DEMURRERS, APPLYING THE STANDARDS SET FORTH UNDER THE CALIFORNIA CODE OF CIVIL PROCEDURE. I AGREE THAT THE ARBITRATOR SHALL ISSUE
A WRITTEN DECISION ON THE MERITS. I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER
APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, WHERE PROVIDED BY
APPLICABLE LAW. I AGREE THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN
ANY COURT HAVING JURISDICTION THEREOF. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY
THE ARBITRATOR OR JAMS EXCEPT THAT I SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION THAT I INITIATE, BUT ONLY SO MUCH
OF THE FILING FEES AS I WOULD HAVE INSTEAD PAID HAD I FILED A COMPLAINT IN A COURT OF LAW. I AGREE THAT THE ARBITRATOR SHALL ADMINISTER
AND CONDUCT ANY ARBITR.-4.TION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE AND THE CALIFORNIA
EVIDENCE CODE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT
REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE
PRECEDENCE. I AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN SAN FRANCISCO COUNTY, CALIFORNIA.


 


C.
Remedy. EXCEPT AS PROVIDED BY THE CCP ACT AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY
FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE CCP ACT AND THIS AGREEMENT, NEITHER I NOR
THE COMPANY WILL BE PERMITTED TO PURSUE OR PARTICIPATE IN COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.


 



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D.
Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH
A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO
EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION,
THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING
COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.


 


E.
Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS
OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I ACKNOWLEDGE AND AGREE THAT I HAVE RECEIVED A COPY OF THE TEXT OF CALIFORNIA
LABOR CODE SECTION 2870 IN EXHIBIT B. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT Ai”\ID THAT
I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY
UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL. FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY
TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.


 


13.
Miscellaneous


 


A.
Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California
without regard to California’s conflicts of law rules that may result in the application of the laws of any jurisdiction
other than California. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal
and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against me by
the Company.


 


B.
Assignability. This Agreement will be binding upon my heirs, executors, assigns, administrators, and other legal representatives,
and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to
this Agreement, except as may be expressly otherwise stated. Notwithstanding anything to the contrary herein, MetroMile, Inc.
may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of
MetroMile, Inc.’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or
stock, or otherwise.


 


C.
Entire Agreement. This Agreement, together with the Exhibits herein and any executed written offer letter between me and
the Company, to the extent such materials are not in conflict with this Agreement, sets forth the entire agreement and understanding
between the Company and me with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions,
or representations between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations.
I represent and warrant that I am not relying on any statement or representation not contained in this Agreement. Any subsequent
change or changes in my duties, salary, compensation, conditions or any other terms of my employment will not affect the validity
or scope of this Agreement.


 



    9


     


    

 


D.
Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.


 


E.
Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision
of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible
so as to effect the intent of the Parties’ and the remainder of this Agreement win continue in full force and effect.


 


F.
Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in a writing signed by the President or CEO of MetroMile, Inc. and me. Waiver by MetroMile, Inc. of a
breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.


 


G.
Survivorship. The rights and obligations of the parties to this Agreement will survive termination of my employment with
the Company.


 


14.
Protected Activity not Prohibited


 


I
understand that nothing in this Agreement shall in any way limit or prohibit me from engaging for a lawful purpose in any Protected
Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint or otherwise
communicating cooperating, or participating with, any state, federal, or other governmental agency, including the Securities and
Exchange Commission, the Equal Employment Opportunity Commission and the National Labor Relations Board. Notwithstanding any restrictions
set forth in this Agreement, I understand that I am not required to obtain authorization from the Company prior to disclosing
information to, or communicating with, such agencies, nor am I obligated to advise the Company as to any such disclosures or communications.
Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized
use or disclosure of any information that may constitute Company Confidential Information to any parties other than the relevant
government agencies. I further understand that “Protected Activity” does not include the disclosure of any Company
attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute
a material breach of this Agreement.


 


	Date : 	11/04/2017	 	 
	 	 	Signature
	 	 	 
	 	 	/s/ Lindsay Alexovich
	 	 	Name of Employee (typed or printed)



 



    10


     


    

 





EXHIBIT
A


 


LIST
OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP


 


	Title	 	Date	 	Identifying
        Number of Brief Description
	 	 	 	 	 
	 	 	11/04/2017	 	 
	Na	 	11/04/2017	 	Na
	Na	 	11/04/2017	 	Na
	Na	 	11/04/2017	 	Na
	Na	 	11/04/2017	 	Na


 


√
No inventions or improvements


 


__
Additional Sheets Attached


 


	Date : 	11/04/2017	 	/s/ Lindsay Alexovich
	 	 	Signature
	 	 	 
	 	 	Lindsay Alexovich
	 	 	Name of Employee (typed or printed)



 



    11


     


    

 





EXHIBIT
B


 


CALIFORNIA
LABOR CODE SECTION 2870

INVENTION ON OWN TIME-Exemption FROM AGREEMENT


 


“(a)
Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own
time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:


 


(1)
Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably
anticipated research or development of the employer; or


 


(2)
Result from any work performed by the employee for the employer.


 


(b)
To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded
from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”


 



    12


     


    

 





EXHIBIT
C


 


METROMILE,
INC. TERMINATION CERTIFICATION


 


This
is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property,
or reproductions of any and all aforementioned items belonging to MetroMile, Inc., its subsidiaries, affiliates, successors or
assigns (together, the “Company”).


 


I
further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Infom1ation, Invention
Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship
(as defined therein) conceived or made by me (solely or jointly with others), as covered by that agreement.


 


I
further agree that, in compliance with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration
Agreement and subject to its Protected Activity exclusion, I will preserve as confidential all Company Confidential Information
and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary
information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs,
databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter
pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.


 


I
also agree that for twelve (12) months from this date, I will not directly or indirectly solicit any of the Company’s employees
to leave their employment at the Company. I agree that nothing in this paragraph shall affect my continuing obligations under
the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement during and after this twelve
(12) month period, including, without limitation, my obligations under Section 2 (Confidentiality) thereof.


 


After
leaving the Company’s employment, I will be employed by ______________________________

in the position of ____________________________________________.


 


	Date : 	           	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Name of Employee
    (typed or printed)
	 	 	 
	Address for Notifications:	 	 
	 	 	 
	 	 	 


 



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EXHIBIT
D


 


METROMILE,
INC. CONFLICT OF INTEREST GUIDELINES


 


It
is the policy of MetroMile, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere
to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities
that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company.
The following are potentially compromising situations that must be avoided:


 


1.
Revealing confidential information to outsiders or misusing confidential info1mation. Unauthorized divulging of information is
a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The At-Will Employment,
Confidential Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a binding agreement.)


 


2.
Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence
or otherwise be improper or embarrassing to the Company.


 


3.
Participating in civic or professional organizations that might involve divulging confidential information of the Company.


 


4.
Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship
or is or appears to be a personal or social involvement.


 


5.
Initiating or approving any fo1m of personal or social harassment of employees.


 


6.
Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where
such investment or directorship might influence in any manner a decision or course of action of the Company.


 


7.
Borrowing from or lending to employees, customers, or suppliers.


 


8.
Acquiring real estate of interest to the Company.


 


9.
Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer
or other person or entity with whom obligations of confidentiality exist.


 


10.
Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees.


 


11.
Making any unlawful agreement with distributors with respect to prices.


 


12.
Improperly using or authorizing the use of any inventions that arc the subject of patent claims of any other person or entity.


 


13.
Engaging in any conduct that is not in the best interest of the Company.


 


Each
officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and
to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result
in discharge without warning. I understand that nothing in these guidelines is intended to limit employees’ rights to discuss
the terms, wages, and working conditions of their employment, as protected by applicable law.


 


Protected
Activity Not Prohibited. I understand that nothing in these guidelines shall in any way limit or prohibit me from engaging
for a lawful purpose in any Protected Activity. For purposes of these guidelines, “Protected Activity” means
filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental
agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor
Relations Board. Notwithstanding any restrictions set forth in these guidelines, I understand that I am not required to obtain
authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor am I obligated to
advise the Company as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications,
I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute
Company confidential information to any parties other than the relevant government agencies. I further understand that “Protected
Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such
disclosure without the Company’s written consent shall constitute a violation of these guidelines.


 



    14


     


    

 





EXHIBIT
E


 


JUDICIAL
ARBITRATION & MEDIATION SERVICES, INC.


 


EMPLOYMENT
ARBITRATION RULES & PROCEDURES


 


[GO
TO THIS WEBSITE, http: rwww.jamsadr.com/rules-employment-arbitration/ THEN PRINT OUT THE RULES AND APPEND THEM TO THIS EXHIBIT,
THEN DELETE THIS NOTE.]


 


 

15