Exhibit 10.3


 


SPONSOR
SUPPORT AGREEMENT


 


This SPONSOR SUPPORT
AGREEMENT (this “Agreement”) is dated as of November 24, 2020, by and among MetroMile, Inc., a Delaware corporation
(the “Company”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company (“Insurance
Sponsor”), Dioptra Advisors II, LLC, a Delaware limited liability company (each, a “Sponsor” and,
together with Insurance Sponsor, the “Sponsors”), and the officers and directors of INSU Acquisition Corp. II,
a Delaware corporation (“Parent”), set forth on Schedule I hereto (such individuals, together with the Sponsors,
each a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not
defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


Whereas,
on November 24, 2020, Parent, INSU II Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger
Sub”), and the Company entered into an Agreement and Plan of Merger and Reorganization (as amended or modified from time
to time, the “Merger Agreement”), pursuant to which, among other transactions, upon the terms and subject to
the conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company
surviving the Merger as a wholly owned subsidiary of Parent, and each Company Share issued and outstanding as of immediately prior
to the Effective Time will, in each case, be cancelled and automatically converted into the right to receive a certain number of
shares of Parent Common Stock and/or cash in accordance with the Merger Agreement;


 


WHEREAS, as of the
date hereof, each Stockholder “beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Exchange
Act) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares
of Class A common stock, par value $0.0001 per share, or Class B common stock, par value $0.0001 per share (the “Common
Stock”), of Parent, set forth opposite such Stockholder’s name on Schedule I hereto (such shares of Common
Stock, together with any other shares of Common Stock, the voting power over which is acquired by Stockholder during the period
from the date hereof through the date on which this Agreement terminates in accordance with Section 3.1 hereof (such period,
the “Voting Period,” and such shares of Common Stock are collectively referred to herein as the “Subject
Shares”);


 


Whereas,
as an inducement to Parent and the Company to enter into the Merger Agreement and to consummate the Transactions, the parties hereto
desire to agree to certain matters as set forth herein.


 






    


     


    

 


AGREEMENT


 


Now,
Therefore, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


Article
1



VOTING AND SUPPORT AGREEMENT; COVENANTS


 


1.1 Binding
Effect of Merger Agreement. Each Stockholder hereby acknowledges that it has read the Merger Agreement and this Agreement and
has had the opportunity to consult with its tax and legal advisors. Each Stockholder shall be bound by and comply with Sections
5.12 (Exclusivity) and 5.5 (Public Announcements) of the Merger Agreement (and any relevant definitions contained in
any such Sections) as if such Stockholder was an original signatory to the Merger Agreement with respect to such provisions.


 


1.2 No
Transfer. During the period commencing on the date hereof and ending on the earliest to occur of (a) the Effective Time, (b)
such date and time as the Merger Agreement shall be terminated in accordance with Section 7.1 thereof (the earlier of (a) and (b),
the “Expiration Time”) and (c) the liquidation of Parent, each Stockholder shall not (i) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, file (or participate in the filing of) a registration statement with the SEC with respect to Parent (other than
the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Shares, (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
Subject Shares or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); (any of the
actions described in clauses (i) - (iii), a "Transfer"); provided, that Subject Shares may be Transferred to a
Permitted Transferee (as defined in the Letter Agreement) of a Stockholder so long as such Permitted Transferee executes and delivers
a joinder to this Agreement agreeing to be subject to the provisions of this Agreement applicable to a Stockholder.


 


1.3 New
Shares. In the event that (a) any Subject Shares or other equity securities of Parent are issued to a Stockholder after the
date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange
of Subject Shares of, on or affecting Subject Shares or otherwise, (b) a Stockholder purchases or otherwise acquires beneficial
ownership of any Subject Shares or other equity securities of Parent after the date of this Agreement, or (c) a Stockholder acquires
the right to vote or share in the direction of voting of any Subject Shares or other equity securities of Parent after the date
of this Agreement (such Subject Shares, collectively the “New Securities”), then such New Securities acquired
or purchased by such Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted the
Subject Shares as of the date hereof.


 


1.4 Closing
Date Deliverables. Each Stockholder, as applicable, shall deliver, substantially simultaneously with the Effective Time, a
duly executed copy of the Amended and Restated Registration Rights Agreement substantially in the form attached as Exhibit C to
the Merger Agreement.


 






    2


     


    

 


1.5 Stockholder
Agreements.


 


(a) Each
Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders
of Parent (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of Parent requested
by Parent’s board of directors or undertaken as contemplated by the Transactions, such Stockholder shall, if a meeting is
held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for
purposes of establishing a quorum, and such Stockholder shall vote or consent (or cause to be voted or consented), in person or
by proxy, all of its Subject Shares


 


(i) in
favor of the adoption of the Merger Agreement and approval of the Transactions (and any actions required in furtherance thereof);


 


(ii) against
any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant,
obligation or agreement of Parent or Merger Sub contained in the Merger Agreement;


 


(iii) in
favor of the proposals set forth in the Proxy Statement/Registration Statement; and


 


(iv) except
as set forth in the Proxy Statement/Registration Statement, against the following actions or proposals: (A) any proposal in opposition
to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (B) (x) any
amendment of the certificate of incorporation or bylaws of Parent; (y) any change in Parent’s corporate structure or business;
or (z) any other action or proposal involving Parent or any of its subsidiaries that is intended, or would reasonably be expected,
to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably
be expected to result in any of Parent’s closing conditions or obligations under the Merger Agreement not being satisfied.


 


Each Stockholder hereby
agrees not to, directly or indirectly, enter into any agreement, commitment or arrangement with any person, the effect of which
would be inconsistent with or violative of the provisions and agreements contained in this Article 1.


 


(b) Each
Stockholder shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter
Agreement, dated as of September 2, 2020, by and among the Stockholders and Parent (the “Letter Agreement”),
including the obligations of the Stockholders pursuant to Section 1 therein to not redeem any Subject Shares in connection with
the transactions contemplated by the Merger Agreement.


 


(c) During
the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination of the
Merger Agreement pursuant to Section 7.1 thereof, each Stockholder shall not modify or amend any Contract between or among such
Stockholder, anyone related by blood, marriage or adoption to such Stockholder or any Affiliate of such Stockholder (other than
Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, including,
for the avoidance of doubt, the Letter Agreement.


 






    3


     


    

 


1.6 Further
Assurances. Each Stockholder shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably
necessary under applicable Laws to consummate the Merger and the Transactions on the terms and subject to the conditions set forth
therein and herein.


 


1.7 No
Inconsistent Agreement. Each Stockholder hereby represents and covenants that such Stockholder has not entered into, and shall
not enter into, any agreement that would restrict, limit or interfere with the performance of such Stockholder’s obligations
hereunder.


 


Article
2



REPRESENTATIONS AND WARRANTIES


 


2.1 Representations
and Warranties of the Stockholders. Each Stockholder represents and warrants as of the date hereof to Parent and the Company
(solely with respect to itself, himself or herself and not with respect to any other Stockholder) as follows:


 


(a) Organization;
Due Authorization. If such Stockholder is not an individual, it is duly organized, validly existing and in good standing under
the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s corporate, limited
liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company
or organizational actions on the part of such Stockholder. If such Stockholder is an individual, such Stockholder has full legal
capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement
has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by the other parties
to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws
affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other
equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement
has full power and authority to enter into this Agreement on behalf of the applicable Stockholder.


 


(b) Ownership.
Such Stockholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of such Subject
Shares, and there exist no Encumbrances or any other limitation or restriction (including any restriction on the right to vote,
sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the Securities Act)) affecting any such
Subject Shares, other than Encumbrances pursuant to (i) this Agreement, (ii) the Parent Organizational Documents, (iii) the Merger
Agreement, (iv) the Letter Agreement or (v) any applicable securities Laws. Such Subject Shares are the only equity securities
in Parent owned of record or beneficially by such Stockholder on the date of this Agreement, and none of such Subject Shares are
subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except
as provided hereunder and under the Letter Agreement. Other than the Subject Shares, such Stockholder does not hold or own any
rights to acquire (directly or indirectly) any equity securities of Parent or any equity securities convertible into, or which
can be exchanged for, equity securities of Parent.


 






    4


     


    

 


(c) No
Conflicts. The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder
of his, her or its obligations hereunder will not, (i) if such Stockholder is not an individual, conflict with or result in a violation
of the organizational documents of such Stockholder or (ii) require any consent or approval that has not been given or other action
that has not been taken by any Person (including under any Contract binding upon such Stockholder or such Subject Shares), in each
case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Stockholder
of its, his or her obligations under this Agreement.


 


(d) Litigation.
There are no Legal Proceedings pending against such Stockholder, or to the knowledge of such Stockholder threatened against such
Stockholder, before (or, in the case of threatened Legal Proceedings, that would be before) any Governmental Authority, which in
any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its, his or her obligations
under this Agreement.


 


(e) Brokerage
Fees. Except as described on Section 4.5 of the Disclosure Schedules, no broker, finder or investment banker is entitled to
any fee or other commission in connection with the Transactions based upon arrangements made by such Stockholder, for which Parent
or Merger Sub may become liable.


 


(f) Acknowledgment.
Such Stockholder understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance
upon such Stockholder’s execution and delivery of this Agreement.


 


Article
3



MISCELLANEOUS


 


3.1 Termination.
This Agreement and all of its provisions shall automatically terminate and be of no further force or effect upon the earliest of
(a) the Expiration Time, (b) the liquidation of Parent and (c) the written agreement of the Stockholders, Parent, and the Company.
Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability
or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and
no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract,
tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement
shall not relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination.
This Article 3 shall survive the termination of this Agreement.


 






    5


     


    

 


3.2 Governing
Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of
or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action
based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) will be governed
by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed
entirely within such State.


 


3.3 Consent
to Jurisdiction and Service of Process; Waiver of Jury Trial.


 


(a) THE
PARTIES TO THIS AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE COURTS
OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS
AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE,
AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT,
CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE
BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY
IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER.
SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED IN SECTION 3.8.


 


(b) EACH
PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.3.


 


3.4 Assignment.
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will
be assigned (including by operation of law) without the prior written consent of the parties hereto.


 






    6


     


    

 


3.5 Specific
Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware,
this being in addition to any other remedy to which such party is entitled at law or in equity.


 


3.6 Amendment.
This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution
and delivery of a written agreement executed by Parent, the Company and the Stockholders.


 


3.7 Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part
or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


3.8 Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a)
when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail
return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service
or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 


If to Parent:



INSU Acquisition Corp. II

2929 Arch Street, Suite 1703

Philadelphia, PA 19104-2870

Attention: Amanda Abrams

Phone: (484) 459-3476

Email: aabrams@cohenandcompany.com


 


with a copy (which shall not constitute
notice) to:



Ledgewood P.C.

Two Commerce Square, Suite 3400

2001 Market Street

Philadelphia, PA 19103

Attention: Derick S. Kauffman

Phone: (215) 731-9450

Facsimile: (215) 735-2513

Email: dkauffman@ledgewood.com


 






    7


     


    

 


If to the Company:



MetroMile, Inc.

425 Market Street #700

San Francisco, CA 94105

Attention: Dan Preston


 


with a copy (which shall not constitute
notice) to:



Cooley LLP

101 California Street, 5th Floor

San Francisco, CA 94111

Attention: Rachel Proffitt

Phone: (415) 693-2000

Email: rproffitt@cooley.com; gosterman@cooley.com


 


If to a Stockholder:



To such Stockholder’s address set forth on the signature pages hereto


 


with a copy (which will not constitute
notice) to:



Ledgewood P.C.

Two Commerce Square, Suite 3400

2001 Market Street

Philadelphia, PA 19103

Attention: Derick S. Kauffman

Phone: (215) 731-9450

Facsimile: (215) 735-2513

Email: dkauffman@ledgewood.com


 


3.9 Counterparts.
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of
which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


3.10 Entire
Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among
the parties hereto to the extent they relate in any way to the subject matter hereof.


 


[The Remainder of this Page Is
Intentionally Blank]


 




    8


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	PARENT:
	 	 	 
	 	INSU Acquisition Corp. II
	 	 	 
	 	By:	/s/ John M. Butler
	 	Name:	John M. Butler
	 	Title:	President and Chief Executive Officer



 


 


Signature
Page to Sponsor Support Agreement


 



    


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	MetroMile, Inc.
	 	 	 
	 	By:	/s/ Dan Preston
	 	Name:	Dan Preston
	 	Title:	Chief Executive Officer



 




    


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	SPONSORS:
	 	 	 
	 	Insurance Acquisition Sponsor II, LLC
	 	 	 
	 	By:	/s/ Daniel G. Cohen
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 
	 	Dioptra Advisors II, LLC
	 	 	 
	 	By:	/s/ Daniel G. Cohen
	 	Name:	Daniel G. Cohen
	 	Title:	Chief Executive Officer
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 


 




    


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 


	 	/s/ Daniel G. Cohen
	 	Name: 	Daniel G. Cohen
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 
	 	 	 
	 	/s/ John M. Butler
	 	Name:	John M. Butler
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 
	 	 	 
	 	/s/ Joseph W. Pooler, Jr.
	 	Name:	Joseph W. Pooler, Jr. 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 


 


	 	/s/ John C. Chrystal
	 	Name:	John C. Chrystal
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 



 






    


     


    

 


	 	/s/ Sheila Nicoll
	 	Name:	Sheila Nicoll
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 
	 	 	 
	 	/s/ Sasson Posner
	 	Name:	Sasson Posner
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 
	 	 	 
	 	/s/ Andrew Hohns
	 	Name:	Andrew Hohns 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 




    


     


    

 


SCHEDULE
I


 


Beneficial
Ownership of Securities


 


	Stockholder	 	Number of Shares of 

Common Stock	 	Number of 

Warrants
	Insurance Acquisition Sponsor II, LLC	 	452,500 (Class A) 
2,310,000 (Class B)	 	150,833
	Dioptra Advisors II, LLC	 	5,536,667 (Class B)	 	-
	Daniel G. Cohen1	 	452,500 (Class A) 
7,846,667 (Class B)	 	150,833
	John M. Butler	 	-	 	-
	Joseph W. Pooler, Jr.	 	-	 	-
	John C. Chrystal	 	-	 	-
	Sheila Nicoll	 	-	 	-
	Sasson Posner	 	-	 	-
	Andrew Hohns	 	-	 	-
	 	 	 	 	 
	Total	 	452,500 (Class A)
 7,846,667 (Class B)
	 	150,833



 


 


 


 













1
Note: Held directly by Insurance Acquisition Sponsor II, LLC and Dioptra Advisors II, LLC.