Exhibit 10.6


 


AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT


 


THIS AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made
and entered into by and among each of INSU Acquisition Corp. II, a Delaware corporation (the “Company”),
Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, Dioptra Advisors II, LLC, a Delaware limited liability
company and INSU PIPE Sponsor II, LLC (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a
New York general partnership (“Cantor”), the Former MetroMile Stockholders (as defined below) and any
person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, the
Company has issued the Sponsor an aggregate of 7,846,667 shares (the “Founder Shares”) of the Company’s
Class B common stock, $0.0001 par value per share (the “Class B Common Stock”);


 


WHEREAS, the
Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, the
Sponsor and Cantor purchased an aggregate of 540,000 units of the Company (each, a “Placement Unit” and
collectively, the “Placement Units”), each Placement Unit consisting of one share of Common Stock (each,
a “Placement Share” and collectively, the “Placement Shares”) and one third
of one warrant to purchase one share of Common Stock (each, a “Placement Warrant” and collectively, the
“Placement Warrants”) in a private placement transaction (the “Private Placement”)
occurring simultaneously with the closing of the Company’s initial public offering (the “IPO”);


 


WHEREAS, on
September 2, 2020, the Company, the Sponsor and Cantor entered into a Registration Rights Agreement (the “Original
Agreement”), pursuant to which the Company granted the Sponsor and Cantor certain registration rights with respect
to certain securities of the Company;


 


WHEREAS, on
the date hereof, upon the closing of the transactions (such transactions, the “Transactions”) contemplated
by that certain Agreement and Plan of Merger and Reorganization, dated as of November 24, 2020 (the “Merger Agreement”),
by and among the Company, INSU II Merger Sub Corp., a Delaware corporation, and MetroMile, Inc., a Delaware corporation (“MetroMile”),
each outstanding share of MetroMile common stock shall be converted into the right to receive cash (if available) and shares of
Common Stock;


 


WHEREAS, on
the date hereof, upon the closing of the Transactions, 6,669,667 of the Founder Shares will be converted into shares of
Common Stock, on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, on
the date hereof, the Sponsor has purchased an aggregate of [●] shares of Common Stock in a transaction exempt from registration
under the Securities Act (such transaction, the “PIPE” and such shares, the “PIPE Shares”);
and


 


WHEREAS, in
connection with the purchase of the PIPE Shares and the consummation of the Transactions, the Company and the Holders desire to
amend and restate the Original Agreement in order to provide the Holders with registration rights on the terms set forth herein.


 




     
 


     


    

 





NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


ARTICLE I


DEFINITIONS


 


1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Board or the Chairman, Chief Executive Officer or principal financial officer of the Company (i) would be required
to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not
misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the
Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking
institutions are generally authorized or required by law or regulation to close in the City of New York, New York.


 


“Cantor”
shall have the meaning given in the Preamble.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Exercise Notice” shall have the meaning given in subsection 2.1.2.


 


“Demanding
Holders” shall have the meaning given in subsection 2.1.1(b).


 


“Demand
Registration” shall have the meaning given in subsection 2.1.2.


 


“Demand
Registration Period” shall have the meaning given in subsection 2.1.2.


 


“Demand
Registration Request” shall have the meaning given in subsection 2.1.2.


 





“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Filing
Date” shall have the meaning given in subsection 2.1.1(a).


 


“Former
MetroMile Stockholders” shall mean former holders of MetroMile common stock who hold five percent (5%) or more of
the Common Stock following the Transactions.


 


“Form S-1”
shall mean Form S-1 for the registration of securities under the Securities Act promulgated by the Commission.


 


“Form S-3”
shall mean Form S-3 for the registration of securities under the Securities Act promulgated by the Commission.


 


“Founder
Lock-up Period” shall mean, with respect to the Founder Shares, the period ending (x)(a) with respect to 1,569,333
of such shares, on the date hereof, (b) with respect to 2,550,167 of such shares, when the closing price of the Common Stock exceeds
$15.00 for any 20 trading days within a 30-trading day period following the date hereof and (c) with respect to 2,550,167 of such
shares, when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following
the date hereof, or (y) in any case, if, after the date hereof, the Company completes a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property.


 







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“Founder
Shares” shall have the meaning given in the Recitals hereto.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Initial
Stockholders” shall mean the Sponsor.


 


“Initiating
Holders” shall have the meaning given in subsection 2.1.2.


 


“IPO”
shall have the meaning set forth in the Recitals hereto.


 


“Letter
Agreement” shall mean the letter agreement by and among the Company, the Company’s officers and directors,
the Sponsor and the other parties thereto.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.3.


 


“Merger
Agreement” shall have the meaning set forth in the Recitals hereto.


 


“Minimum
Demand Threshold” shall mean $30,000,000.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement, preliminary Prospectus or Prospectus, or necessary to make the statements in a Registration Statement, preliminary Prospectus
or Prospectus, in light of the circumstances under which they were made, not misleading.


 


“Original
Agreement” shall have the meaning set forth in the Recitals hereto.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period, as the case
may be, under the Letter Agreement, the Placement Unit Subscription Agreements and any other applicable agreement between such
Holder and the Company, and to any transferee thereafter.


 


“Piggy-back
Registration” shall have the meaning given in Section 2.2.1.


 


“PIPE”
shall have the meaning set forth in the Recitals hereto.


 


“PIPE Shares”
shall have the meaning set forth in the Recitals hereto.


 


“Placement
Share” or “Placement Shares” shall have the meaning given in the Recitals hereto.


 


“Placement
Unit Lock-up Period” shall mean, with respect to the Placement Units, Placement Shares, Placement Warrants and any
of the shares of Common Stock issued or issuable upon the exercise of such Placement Warrants, a period terminating 30 days after
the date hereof, subject to certain exceptions set forth in the Letter Agreement and the Placement Unit Subscription Agreements.


 


“Placement
Unit” or “Placement Units” shall have the meaning given in the Recitals hereto.


 


“Placement
Unit Subscription Agreements” shall mean, collectively, (i) the Unit Subscription Agreement, dated September 2, 2020,
between the Company and the Sponsor, and (ii) the Unit Subscription Agreement, dated September 2, 2020, between the Company and
Cantor.


 


“Placement
Warrant” or “Placement Warrants” shall have the meaning given in the Recitals hereto.


 




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“Private
Placement” shall have the meaning given in the Recitals hereto.


 


“Pro Rata”
shall have the meaning given in Section 2.1.3.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all materials incorporated by reference in such prospectus.


 


“Prospectus
Date” shall mean the date of the final Prospectus filed with the Commission and relating to the IPO.


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(b) the Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants),
(c) the Placement Shares, (d) the PIPE Shares, (e) the shares of Common Stock issued or issuable pursuant to the Merger Agreement
and (f) any other equity security of the Company issued or issuable with respect to any such shares of Common Stock by way of a
stock dividend or stock split or in connection with a combination of stock, acquisition, recapitalization, consolidation, reorganization,
stock exchange, stock reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially
all of the assets of, or engagement in any other similar transaction; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities when: (i) if a Registration Statement with respect to the sale
of such securities shall have become effective under the Securities Act, at the earlier of (A) one year following the date the
Registration Statement is declared effective or (B) the date that such securities shall have been sold, transferred, disposed of
or exchanged in accordance with such Registration Statement; (ii) such securities may otherwise be transferred, new certificates
or book entries credits for such securities not bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such
securities shall have ceased to be outstanding; (iv) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction; or (v) such securities may be sold without registration pursuant
to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission) without limitation as to
volume and manner of sale.


 


“Registration”
shall mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement
becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority and
any securities exchange on which the Common Stock is then listed);


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in
connection with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees
and disbursements of counsel for the Company


 


(E) reasonable and
documented fees and disbursements (not to exceed $100,000 in the aggregate for all Registrations hereunder) of one counsel for
the Sponsor and its affiliates, which shall be selected by Cohen & Company, LLC; and


 


(F) reasonable fees
and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such
Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all materials incorporated by reference in such registration
statement.


 




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“Requesting
Holder” shall have the meaning given in subsection 2.1.3.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf
Registrable Securities” shall have the meaning given in subsection 2.1.1(b).


 


“Shelf
Registration Statement” shall have the meaning given in subsection 2.1.1(a).


 


“Shelf
Underwriting” shall have the meaning given in subsection 2.1.1(b).


 


“Shelf
Underwriting Notice” shall have the meaning given in subsection 2.1.1(b).


 


“Shelf
Underwriting Request” shall have the meaning given in subsection 2.1.1(b).


 


“Sponsor”
shall have the meaning given in the Preamble.


 


“Transactions”
shall have the meaning set forth in the Recitals hereto.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Block Trade” shall have the meaning given in Section 2.1.1(b).


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


ARTICLE II


REGISTRATIONS


 


2.1 Demand
Registration.


 


2.1.1 Shelf
Registration Statement. (a) As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the
“Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission
a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration
Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such
filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement
declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business
Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration
Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or
in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will
not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities
included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein.
The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms
hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as
may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein
to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time
as there are no longer any Registrable Securities.


 







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(b) Subject to Section
2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by
the Initial Stockholders or the transferees of the Initial Stockholders, (ii) the Holders of a majority-in-interest of the then
outstanding number of Registrable Securities held by the Former MetroMile Stockholders or the transferees of the Former MetroMile
Stockholders or (iii) Cantor or its designees (the “Demanding Holders”), may make a written demand from
time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected
to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration
Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended
method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request
(a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable
Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”).
As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company
shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the
Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable
Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable
Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities
which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the
maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt
of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business
Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect
such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the
applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise
take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders
or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has
been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three
(3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, including one (1)
Shelf Underwriting on behalf of Cantor; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless
a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered
on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings
the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder
pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade
or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block
Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder
only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence
and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and
shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding
Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters
prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation
related to the Underwritten Block Trade.


 


2.1.2 Other
Demand Registration. At any time that a Shelf Registration Statement provided for in Section 2.1.1(a) is not available
for use by the Holders following such Shelf Registration Statement being declared effective by the Commission (a “Demand
Registration Period”), subject to this Section 2.1.2 and Section 2.3 and Section 2.4, at any
time and from time to time during such Demand Registration Period, the Demanding Holders shall have the right to make a written
demand from time to time to effect one or more registration statements under the Securities Act covering all or any part of their
Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold,
by delivering a written demand therefor to the Company, which written demand shall describe the amount and type of securities to
be included in such Registration and the intended method(s) of distribution thereof. Any such request by any Demanding Holder pursuant
to this Section 2.1.2 is referred to herein as a “Demand Registration Request,” and the registration
so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration,
the Demanding Holders making such demand for registration being referred to as the “Initiating Holders”).
Subject to Section 2.3, the Demanding Holders shall be entitled to request (and the Company shall be required to effect)
an aggregate of three (3) Demand Registrations pursuant to this subsection 2.1.2 with respect to any or all Registrable Securities,
including one (1) Demand Registration on behalf of Cantor; provided, however, that a Demand Registration shall not be counted for
such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding
Holders to be registered on behalf of the Demanding Holders in such Demand Registration have been sold; and provided, further,
that the number of Demand Registrations the Demanding Holders shall be entitled to request shall be reduced by each Shelf Underwriting
effected for such Demanding Holder pursuant to Section 2.1.1(b). The Company shall give written notice (the “Demand
Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities
as promptly as practicable but no later than two (2) Business Days after receipt of the Demand Registration Request. The Company,
subject to Sections 2.3 and 2.4, shall include in a Demand Registration (x) the Registrable Securities of the Initiating
Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request
to the Company for inclusion in such registration pursuant to Section 2.1.2 (which request shall specify the maximum number
of Registrable Securities intended to be disposed of by such Holder) within five (5) days following the receipt of any such Demand
Exercise Notice. The Company shall, as expeditiously as possible, but subject to Section 2.3, use its reasonable best efforts
to (x) file or confidentially submit with the Commission (no later than (A) sixty (60) days from the Company’s receipt of
the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration or (B) thirty
(30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form
S-3 or any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable such registration
statement under the Securities Act that includes the Registrable Securities which the Company has been so requested to register,
for distribution in accordance with the intended method of distribution and (z) if requested by the Initiating Holders, obtain
acceleration of the effective date of the registration statement relating to such registration.


 







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2.1.3 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting
or Demand Registration, in good faith, advises the Company, the Demanding Holders and any other Holders participating in the Underwritten
Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable
Securities that such Holders desire to sell, taken together with all other shares of Common Stock or other equity securities that
the Company desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate
written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar
amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount
or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the
Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), the shares of Common Stock or other equity securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of other persons or entities that the
Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Securities.


 


2.1.4 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Shelf Underwriting or Demand Registration,
pursuant to a Registration under subsection 2.1.1 or 2.1.2 shall have the right in their sole discretion to withdraw from a Registration
pursuant to such Demand Registration upon written notification to the Company and the Underwriter or Underwriters (if any) of their
intention to withdraw from such Registration prior to (i) in the case of a Shelf Underwriting, the filing of a preliminary prospectus
supplement setting forth the terms of the Underwritten Offering with the Commission and (ii) in the case of a Demand Registration,
the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable
Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Shelf Underwriting or Demand
Registration prior to its withdrawal under this subsection 2.1.4.


 




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2.2 Piggy-back
Registration.


 


2.2.1 Piggy-back
Rights. If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders
of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation
or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) for an offering
of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, then the Company shall
give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less
than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount
and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity
to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days
after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall,
in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts
to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Registration on the same terms and conditions as
any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing
or the effectiveness of a Piggyback Registration at any time in its sole discretion.


 


2.2.2 Reduction
of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration
in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with
(i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which
registration has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration
has been requested pursuant to separate written contractual piggy- back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro
Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which Registration
has been requested pursuant to written contractual registration rights of other stockholders of the Company, Pro Rata, which can
be sold without exceeding the Maximum Number of Securities; and


 


(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include
in any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or
entities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights
to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum
Number of Securities (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons
or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or
entities, Pro Rata, which can be sold without exceeding the Maximum Number of Securities.


 




    8


     


    

  


2.2.3 Piggy-back
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggy-back Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
or its intention to withdraw from such Piggy-back Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggy-back Registration. The Company (in its sole discretion or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may postpone or withdraw the filing or effectiveness
of a Piggy-back Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with the Piggy-back Registration prior to its withdrawal under this subsection
2.2.3.


 


2.2.4 Unlimited
Piggy-back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not
be counted as a Registration pursuant to a Shelf Underwriting or Demand Registration effected under Section 2.1 hereof.


 


2.3 Restrictions
on Registration Rights. The Company shall not be obligated to effect any Shelf Underwriting or Demand Registration within 180
days after the effective date of a previous Shelf Underwriting or Demand Registration or a previous Piggy-back Registration in
which holders of Registrable Securities were permitted to register 75% of the Registrable Securities requested to be included therein.
If in the good faith judgment of the Board, Registration would be detrimental to the Company and the Board concludes as a result
that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering at such
time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that
in the good faith judgment of the Board it would be detrimental to the Company for such Registration Statement to be filed or to
undertake such Underwritten Offering in the near future and that it is therefore essential to defer the filing of such Registration
Statement or undertaking of such Underwritten Offering, then in such event, the Company shall have the right to defer its obligation
for up to 120 days; provided, however, that the Company shall not defer its obligation in this manner more than twice in any period
of twelve consecutive months.


 


2.4 Lock-Up.
Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect any Shelf Underwriting,
Demand Registration or Piggy-back Registration of (i) any Founder Shares subject to the Founder Lock-Up Period prior to the expiration
of the Founder Lock-Up Period applicable to such Founder Shares, (ii) any Placement Units, Placement Shares or Placement Warrants
during the Placement Unit Lock-Up Period or (iii) any Registrable Securities held by the Former MetroMile Stockholders prior to
the expiration of the applicable Lock-Up Agreement (as defined in the Merger Agreement). Nothing in this Section 2.4 shall limit
the Company’s obligation to register all of the Registrable Securities, including such Founder Shares, Placement Units, Placement
Shares and Placement Warrants, on the Shelf Registration Statement required pursuant to Section 2.1.1(a).


 




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ARTICLE III


COMPANY PROCEDURES


 


3.1 General
Procedures. If at any time on or after the date hereof the Company is required to effect the Registration of Registrable Securities,
the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall:


 


3.1.1 prepare
and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts
to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such
Registration Statement have been sold;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder or any Underwriter of Registrable Securities or as may be required
by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules
and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus and either (i) any underwriter overallotment option has terminated by its terms or (ii) the underwriters have
advised the Company that they will not exercise such option or any remaining portion thereof;


 


3.1.3 furnish
without charge to the Underwriters, if any, and each Holder of Registrable Securities included in such Registration, or such Holders’
legal counsel, copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus), and each
amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein),
and such other documents as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal
counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such Holders;


 


3.1.4 prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as
any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders of
Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in
such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5 use commercially
reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system
on which similar securities issued by the Company are then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop order should be issued;


 







    10


     


    

 


 3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus,
furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing
copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus. The
Company shall not include the name of any Holder or any information regarding any Holder in any Registration Statement or Prospectus,
any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference
into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such
Holder and providing each such Holder or its counsel a reasonable amount of time to review and comment on such applicable document,
which comments the Company shall include unless contrary to applicable law;


 


3.1.9 in the
event of an Underwritten Offering, permit the participating Holders to rely on any “cold comfort” letter from the Company’s
independent registered public accountants provided to the managing Underwriter of such offering;


 


3.1.10 in the
event of an Underwritten Offering, permit the participating Holders to rely on any opinion(s) of counsel representing the Company
for the purposes of such Registration issued to the managing Underwriter of such offering covering legal matters with respect to
the Registration;


 


3.1.11 in the
event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.12 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and which requirement
will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under
the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.13 if the
Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $30,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that
may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.14 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that
the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and fees and expenses of legal counsel representing the
Holders in excess or in addition to the legal fees and expenses included as Registration Expenses.


 


3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.


 







    11


     


    

 


 3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or
it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of
a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as reasonably practicable after the time of such notice) and, if so directed by
the Company, each Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable Securities at the time of receipt of such
notice. If the continued use of a Registration Statement in respect of any Registration at any time would require the Company
to make an Adverse Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that
are unavailable to the Company for reasons beyond the Company’s control, (ii) audited financial statements as of a date
other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses
of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement, the Company
may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
the use of, such Registration Statement for no more than 180 days. In the event the Company exercises its rights under the preceding
sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus
relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately
notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting
under the Exchange Act, covenants to use reasonable best efforts to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections
13(a) or 15(d) of the Exchange Act and to promptly upon request by a Holder furnish such Holder with true and complete copies of
such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including
providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


3.6 Limitations
on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise its rights under Section
2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, after the effective date of the registration statement
relating to the Company’s IPO and (ii) Cantor may not exercise its rights under Section 2.1 more than one time.


 


ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company
agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein.


 




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4.1.2 In connection
with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement
of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue or alleged untrue statement or omission is contained in any information
or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of
Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their
officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3 Any person
entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect
to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
(plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry
of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is
so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


4.1.4 The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of
securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5 If the
indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as
a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action;
provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds
received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the
losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1,
4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such
fraudulent misrepresentation.


 






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ARTICLE V


 MISCELLANEOUS




 





5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each
notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and,
in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered
to the addressee (with the delivery receipt of the intended recipient or the affidavit of messenger) or at such time as delivery
is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed to


 


the Company
at:


 


INSU Acquisition Corp. II


2929 Arch Street, Suite 1703


Philadelphia, PA 19104-2870


Attention: Joseph W. Pooler, Jr.


Email: jpooler@cohenandcompany.com


 


with a copy to:


 


Ledgewood P.C.


Two Commerce Square, Suite 3400


2001 Market Street


Philadelphia, PA 19103


Attention: Derick S. Kauffman


Email: dkauffman@ledgewood.com


 


and to the Holders, at such Holder’s address
referenced in Schedule A.


 


Any party may change its address for notice
at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No Third Party Beneficiaries.


 


5.2.1 This Agreement
and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in
part. Prior to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period, as the case may be, no Holder may
assign or delegate his, her or its rights, duties or obligations under this Agreement in whole or in part. Notwithstanding the
above, as it applies to the Registrable Securities, the Holder may transfer such securities during the respective lock-up period
to any Permitted Transferee (as such term is defined in that certain Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company) but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth
in this Agreement, the Letter Agreement and, if applicable, the Placement Unit Subscription Agreements.


 


5.2.2 Except
as set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities
hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such Holder.


 









    14


     


    

 


5.2.3 This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Holders, the permitted assigns and
its successors and the permitted assigns of the Holders.


 


5.2.4 This Agreement
shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement
and Section 5.2 hereof.


 


5.2.5 No assignment
by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii)
the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing
Law; Venue. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United
States or the courts of the State of New York in each case located in the city of New York, and each party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action or proceeding.


 


5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the then outstanding
Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived,
or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital
stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or
delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver
of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement
by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities and
holders of PIPE shares, has any right to require the Company to register any securities of the Company for sale or to include such
securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account
of any other person.


 


5.7 Termination.
This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date hereof or (ii) the date as of which (A)
all of the Registrable Securities have either been sold pursuant to a Registration Statement or cease to be Registrable Securities
(but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B)
the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision)
under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5
and Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 




    15


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	INSU ACQUISITION CORP. II
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:  	John M. Butler
	 	Title:	Chief Executive Officer and President
	 	 	 
	 	HOLDERS:
	 	 	 
	 	INSURANCE ACQUISITION SPONSOR II, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	DIOPTRA ADVISORS II, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	INSU PIPE Sponsor II, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	CANTOR FITZGERALD & CO.
	 	a New York general partnership
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	Daniel G. Cohen, individually
	 	 	 
	 	 
	 	John M. Butler, individually
	 	 	 
	 	 
	 	Joseph W. Pooler, Jr., individually


 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




    16


     


    

 





	 	 
	 	John C. Chrystal, individually
	 	 
	 	 
	 	Sheila Nicoll, individually
	 	 
	 	 
	 	Sasson Posner, individually
	 	 
	 	 
	 	Andrew Hohns, individually
	 	 
	 	[METROMILE STOCKHOLDERS TBD]


  


[Signature Page to Amended and Restated
Registration Rights Agreement]


 




    17


     


    

  


Schedule A


 


	Holder	 	Address
	Insurance Acquisition Sponsor II, LLC	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Dioptra Advisors II, LLC	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Daniel G. Cohen	 	3 Columbus Circle, 24th Floor, New York, NY 10019
	John M. Butler	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Joseph W. Pooler, Jr.	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	John C. Chrystal	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Sheila Nicoll	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Sasson Posner	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Andrew Hohns	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Cantor Fitzgerald & Co.	 	499 Park Avenue, New York, NY 10022


 


  


18