Exhibit 10.12


 


KIN INTERINSURANCE NETWORK 


 


Summary of Subscriber’s Agreement and
Power of Attorney


 


Kin Interinsurance Network (“KIN”)
is a reciprocal insurance exchange organized under the laws of Florida, existing for the benefit of its subscribers. As a reciprocal insurance
exchange, KIN is an unincorporated association of subscribers operating through the contractual arrangements set forth in a Subscription
Agreement and Power of Attorney (the “Agreement”) which all subscribers must sign. Under Florida law and pursuant to the Agreement,
KIN and its subscribers appoint a third party, known as an attorney-in-fact, to manage and administer KIN’s operations and affairs
on behalf of all of the subscribers.


 


The attached Agreement provides the terms of your
relationship with KIN and appoints Kin Risk Management, LLC, a Florida limited liability company (“KRM”), as KIN’s attorney-in-fact.
Please review the attached Agreement and sign below to acknowledge your intention to be legally bound by the terms and conditions of the
Agreement.


 


A summary of certain key business provisions of
the Agreement are set forth below:


 


Non-Assessable Policies: KIN will
only issue non-assessable policies consistent with all applicable state statutes. Your liability as a subscriber of KIN is limited to
the costs of your insurance including premiums and surplus contributions (described below) for your policies.


 


Surplus Contributions: Along with
your policy premium, you will pay surplus contributions to KIN, which lower KIN’s cost of capital and allow it to offer more competitively
priced insurance to its subscribers. These contributions will be collected along with your policy premium and are set at 10% of total
annual insurance premium. For any given year, KRM will have the discretion to lower the required surplus contribution, based on the capital
needs of KIN.


 


Management of KIN: You will be appointing
and designating KRM to be the attorney-in-fact for KIN. KRM is a for-profit limited liability company and a wholly-owned subsidiary of
Kin Insurance, Inc. (“Kin Insurance”), an independent insurance agency organized under the laws of the State of Delaware and
based in Chicago, Illinois. As the attorney-in-fact, KRM will manage all of the insurance operations of KIN on behalf of you and all of
the other subscribers.


 


Subscribers’ Advisory Committee:
KIN has established a Subscribers’ Advisory Committee (“SAC”) for the benefit of its subscribers. The SAC, an advisory
body selected by KRM, will oversee the finances and operations of the KIN to assure conformity with the Agreement and to exercise subscribers’
rights under Florida law and the Agreement. The SAC will provide subscribers with an avenue for expressing their thoughts in connection
with the operation of KIN. KIN will indemnify SAC members for, and you will agree not to sue them in connection with, their service on
the SAC. You can learn more about the powers, duties and composition of the SAC and its members by visiting www.kin.com/sac.


 


Management Compensation: In exchange
for services rendered, KIN will compensate KRM as follows: (a) 17% of annual gross earned premiums for marketing and underwriting services,
and (b) 5% of annual gross earned premiums for claims management. KRM is authorized to utilize KIN’s funds to pay KIN’s expenses,
including the cost of any director and officer liability insurance coverages for KRM and members of the SAC. These compensation arrangements
are governed by the AIF Agreement available at www.kin.com/legal.


 




     


    	 



    

 


Subscriber Savings Accounts: KIN
conducts its operations for the benefit of its subscribers and, as a result, it may, in its discretion, allocate underwriting profits
or surplus growth to its subscribers. To this end, KIN shall establish Subscriber Savings Accounts (“SSAs”) for each active
subscriber of KIN. SSAs are notional accounts held for active subscribers. To the extent that KIN determines to return to its subscribers
any underwriting profits or any surplus growth in years without underwriting profit, such amounts will be allocated to subscribers’
SSAs. Any such distributions will be subject to KIN’s performance, its ability to pay claims, and its overall financial strength.
Funds may be allocated to SSAs subject to the prior written approval of the Florida Office of Insurance Regulation. Unlike surplus contributions,
KIN subscribers should expect a return of their ending SSA balance upon their full withdrawal from KIN membership. For more information,
visit www.kin.com/legal.


 


The above is only a summary of certain of the
provisions Agreement and does not purport to describe all of the terms of the Agreement. The summary is qualified in its entirety by reference
to the complete text of the Agreement, which is attached hereto. You are urged to read the Agreement in its entirety because it is the
primary legal document that governs your contractual relationship with KIN.


 


By signing below you agree, among other things,
to become a subscribers of KIN, to appoint KRM as KIN’s attorney-in-fact and to be legally bound by the terms and conditions of
the Agreement.


 


Due to the nature of KIN’s structure, your
insurance policy cannot become effective without a signed Agreement. If you fail to sign, KIN reserves the right to terminate your coverage.





 


	By:	 	 
	Name:	 	 
	Date:	 	 



 





	 	Receipt Acknowledged:
	 	 
	 	Kin Interinsurance Network
	 	 
	 	/s/ Angel Conlin
	 	 	 
	 	By:	Angel Conlin, Chief Executive Officer






 




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KIN INTERINSURANCE NETWORK 


 


SUBSCRIBER’S AGREEMENT AND POWER OF
ATTORNEY


 


The subscriber to the Kin Interinsurance Network,
a reciprocal insurance exchange organized under the laws of Florida (“KIN”), by signing the summary and cover letter attached
hereto (the “Subscriber”) agrees with all other subscribers to KIN, and with Kin Risk Management, LLC, a Florida limited liability
company (“KRM”), as the attorney-in-fact for KIN, as follows (this “Agreement”):


 


1. Power
of Attorney.


 


1.1 Designation.
The Subscriber hereby appoints KRM as the Attorney-In-Fact for KIN with the express power, authority, and permission to effectuate and
conduct the lawful business affairs of KIN. This authority includes the ability to carry out all customary functions of a reciprocal insurance
company, including but not limited to the following responsibilities: (a) exchange, with other subscribers to KIN, any and all kinds of
reciprocal insurance contracts, which KIN is authorized by law to write; (b) issue, exchange, renew, non-renew, cancel or modify insurance
policies; (c) act as intermediary to obtain reinsurance; (d) appear for, compromise, prosecute, adjust, settle, defend, litigate, appeal,
and pay claims or losses under the insurance policies of subscribers; (e) accept service of process on behalf of KIN in actions against
KIN upon contracts exchanged; (f) open accounts and borrow money in the name of KIN; (g) hire and compensate personnel and agents; (h)
collect premiums and invest and reinvest funds; (i) receive notices and proof of loss; (j) administer subscriber accounts, including
their respective Subscriber Savings Accounts, if applicable, including allocations thereto and distributions therefrom; and (k) to conduct
the business and affairs of KIN as set forth herein, in the organizational documents of KIN, and the AIF Agreement between KIN and KRM
(the “AIF Agreement”).


 


1.2 Limited
Power of Attorney. Under applicable law, this power of attorney may: (a) provide for the right of substitution of the attorney and
revocation of the power of attorney and rights thereunder; (b) impose such restrictions upon the exercise of the power as are agreed upon
by the subscribers; (c) provide for the exercise of any right reserved to the subscribers directly or through their advisory committee;
and (d) contain other lawful provisions deemed advisable. This power of attorney is limited to the purposes described in this Agreement.


 


1.3 Offices
of Attorney-In-Fact. The KRM offices will be the same as the principal office of KIN, located at 415 1st Avenue, St. Petersburg,
Florida 33701. The offices of KIN or KRM may be changed in compliance with the requirements of the laws of the State of Florida and the
Subscriber will be promptly notified of any such change of office location and when any such change shall be effective.


 


1.4 AIF
Agreement. The AIF Agreement between KIN and KRM, which establishes KRM as the attorney-in-fact for KIN, is incorporated herein by
reference and a copy of the AIF Agreement shall be available for review at www.kin.com/legal, or upon request from KRM.


 


2.  Compensation
of KRM.


 


2.1 Fees
for Services. In consideration for the services provided to KIN and under the terms of the AIF Agreement, KRM will be compensated
as follows: (a) for underwriting and marketing management services provided to KIN, KRM will receive as compensation an amount equal to
17 percent (17%) of annual gross earned premium; and (b) for services provided in the servicing and management of claims, KRM will receive
as compensation an amount equal to five percent (5%) annual gross earned premium. KRM will refund to KIN any unearned subscribers fees
on a pro-rata basis for cancelled policies.


 




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2.2 Adjustments
and Modifications. KRM’s total compensation, as set forth in greater detail in the AIF Agreement, may be revised or modified
at any time, subject to the prior written approval of the Florida Office of Insurance Regulation. However, the underwriting and marketing
fees shall never be below 10% or above 20% of annual gross premium. Any changes to the percentages in this Section 2.2 are subject to
the prior written approval of the Florida Office of Insurance Regulation and, if approved, will be disclosed to you in writing.


 


2.3 Expenses.
Kin Insurance will be liable, and will reimburse KRM on demand, for losses, loss adjustment expenses, investment expenses and other expenses
attributable to the operations of Kin Insurance.


 


3. Exchange
of Policies: The Subscriber hereby offers and agrees to exchange policies with the other KIN subscribers. The Subscriber understands
and agrees that the reciprocal insurance contracts to be exchanged hereunder are non-assessable, consistent with section 629.261, Florida
Statutes, thereby limiting the liability of the Subscriber to KIN to the costs associated with the policies of insurance only.


 


4. Subscribers’
Advisory Committee:


 


4.1 Formation
and Role of SAC. The Subscriber understands that KIN and KRM have established a Subscribers’ Advisory Committee (the “SAC”)
pursuant to section 629.201, Florida Statutes, to exercise any rights reserved to subscribers and assist KRM in supervising the operations
of KIN. The duties and powers of the SAC, which are available for review at www.kin.com/sac (or upon request), are contained within the
Subscribers’ Advisory Committee Charter (“SAC Charter”). The Subscriber understands and agrees that the powers of the
SAC are limited to those enumerated in the SAC Charter. Members of the SAC are selected annually by KRM and the Subscriber agrees that
the SAC shall (a) have only the enumerated responsibilities specifically assigned to it, (b) exercise the rights of all subscribers of
KIN, and (c) consist of at least two-thirds current insured subscribers of KIN who are independent of the attorney-in-fact for KIN. The
Subscriber understands and agrees that the Subscriber is not entitled to directly participate in the management of KIN unless such Subscriber
is a member of the SAC.


 


4.2 Supervisory
Powers of SAC. The Subscriber agrees that the SAC will supervise the finances and operations of KIN to the extent as is necessary
to assure conformity with this Agreement and the AIF Agreement. The SAC also shall procure, at the expense of KIN, an audit of the accounts
and records of KIN and KRM.


 


4.3 Indemnification
of SAC Members. To the extent permitted by law, the Subscriber agrees that KIN shall defend and hold harmless each and every member
of the SAC from and against any liability that may arise from, or is in any way connected with, such member’s participation on the
SAC. This hold harmless provision does not apply where the member acted with criminal intent or reckless disregard in the performance
of his or her duties as a member of the SAC. The Subscriber also agrees that such Subscriber will not sue or name in any action or affirmative
defense any SAC member or the SAC for actions arising from, or is in any way connected with, such member’s participation on the
SAC.


 


5. Surplus
Contributions.


 


5.1 Policy
Premium and Surplus Contributions. The Subscriber agrees to pay his or her policy premium when due and, in addition, to make a contribution
to KIN’s surplus in the amounts and during the period of time set forth in 5.2 below (the “Surplus Contribution”). The
Subscriber understands and agrees that the amounts paid as Surplus Contributions will be credited as policyholder surplus for the benefit
and protection of all KIN subscribers and that Surplus Contributions made to KIN are not premiums for insurance.


 




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5.2 Timing
and Amounts of Surplus Contributions. The Surplus Contributions are payable to KIN on or prior to the initial effective date of the
Subscriber’s coverage and within 30 calendar days of the effective date of all endorsements generating an additional premium. The
Surplus Contributions shall be paid at no greater than the following rates (and may be charged at a lower rate, or not at all, in the
discretion of KRM): 10% of total annual insurance premiums.


 


The possibility of future Surplus Contributions,
if any, will be determined by the SAC. In the event the SAC determines that additional Surplus Contributions will be required of subscribers,
KIN will notify the Subscriber in advance and such additional Surplus Contributions will only be due for policies that the Subscriber
elects to renew.


 


5.3 Purpose
of and Limitation on Return of Surplus Contributions. The Subscriber understands and agrees that the amounts paid as Surplus Contributions
will be credited as policyholder surplus for the benefit and protection of all KIN subscribers, are not premiums for insurance, and may
only be returned in limited circumstances. The Subscriber further understands and agrees that the ability of KIN to return Surplus Contributions
to its subscribers is subject to the provisions of this Agreement and is limited by law. Upon the issuance of an insurance policy, or
other confirmation of coverage by KIN, the return of Surplus Contributions can occur only with the approval of KRM and the Florida Office
of Insurance Regulation, and as set forth in this Agreement. In the event of a mid-term policy cancellation, KRM will return any Surplus
Contributions (without interest) applicable to the cancelled policy term, pro-rated based on the fraction of the policy term that has
elapsed and subject to the restrictions set forth in Section 6 hereof and any applicable law. All other Surplus Contributions, including
those made for previous policy terms, will be retained by KIN for the benefit of all remaining subscribers. The Subscriber understands
and agrees that any other return of Surplus Contributions will be subject to the approval of KRM, the Florida Office of Insurance Regulation,
and the restrictions set forth in Section 6 hereof.


 


6. Subscriber
Savings Accounts. KRM intends to operate KIN for the benefit of all of its subscribers and will maintain separate individual Subscriber
Savings Accounts (“SSAs”) for each subscriber. In years in which KIN achieves operating profit and surplus growth, after accounting
for paid losses, loss reserves and operating and policy acquisition expenses, KRM, in its discretion, may credit your SSA with a portion
of the amount of KIN’s growth in surplus for a fiscal year. Any such credit will be made pro rata, based on the Subscriber’s
earned premium for such year. The Subscriber understands and agrees that (a) any contributions to be made to a Subscriber’s SSA
are based on KIN’s overall results, not the results of any individual subscriber; and (b) any and all such funds allocated to the
Subscriber would be considered part of KIN’s surplus and KRM would be authorized to use any and all such funds to pay any unsatisfied
obligations of KIN. As set forth in this Agreement, the Subscriber may be eligible for a distribution from its SSA (y) at such time when
the Subscriber is no longer insured by KIN, or (z) at such other times, in determined by KRM in its discretion, subject to the approval
of the SAC. In order to avoid any impairment to the surplus of KIN, KRM, subject to the approval of the SAC, retains the right to limit
the distribution from the SSAs to subscribers whose coverage has been terminated. Furthermore, any payment or allocation to an SSA would
be subject to the approval of the Florida Office of Insurance Regulation.


 




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7. Limitations
on Distributions of Surplus Contributions and SSAs. No payment of a returned Surplus Contribution or a distribution of SSA funds (together,
a “Surplus Distribution”) will be made if such payment could risk the financial impairment of KIN. Surplus Distribution payments
may be delayed if, as determined by KRM, the total amount of such payments to all applicable subscribers to KIN, within the preceding
12 months, would exceed the lesser of: (a) ten percent (10%) of the total surplus of KIN calculated as of the immediately preceding December
31, or (b) the total net income of KIN before savings allocations and federal income taxes for the calendar year ended as of the immediately
preceding December 31. If payment to any subscriber would be delayed pursuant to the requirements set forth in this Section 7, the total
amount which may be paid to all subscribers will be paid pro rata to each such subscriber who meets the conditions to receive a Surplus
Distribution on an equitable basis as determined by KRM in its sole and absolute discretion and as allowed by applicable law. Any payments
delayed pursuant to the requirements set forth in this Section 7 will be paid as soon as possible when payment can be made in compliance
with this Section 7 and the requirements of the Florida Office of Insurance Regulation. If this Section 7 is found to conflict with other
terms of this Agreement, this Section 7 supersedes all other terms and conditions of this Agreement.


 


8. Return
of Surplus upon Liquidation. The Subscriber understands and agrees that, in accordance with Section 629.281, Florida Statutes, upon
the liquidation of KIN, the assets of KIN remaining after discharge of its indebtedness and policy obligations, the return of any contributions
of KRM or other persons to its surplus made as provided in Section 629.161, Florida Statutes, and the return of any unused premium, savings,
or credits then standing on SSAs shall be distributed to its subscribers who were such within the 12 months prior to the last termination
of its certificate of authority, according to such reasonable formula as the Florida Office of Insurance Regulation approves.


 


9. Rejection
of Coverage. The Subscriber understands and agrees that KIN has an obligation to its subscribers to maintain strict eligibility and
underwriting requirements. KIN has the right to reject any application for insurance, including this Agreement, and the offer of payment
of premium and Surplus Contribution. If such a rejection of coverage occurs after receipt of the Surplus Contribution by KIN, the Surplus
Contribution will be returned to the Subscriber, without payment of interest. An existing subscriber applying for additional lines of
coverage is not guaranteed acceptance for those new lines of coverage.


 


10. Termination:
This Agreement may be terminated at any time, by the Subscriber or KRM, by terminating all insurance policies issued to the Subscriber,
subject to applicable policy provisions and applicable law. Upon the termination of all insurance policies issued to the Subscriber, subject
to the approval of the Florida Office of Insurance Regulation and as otherwise set forth in this Agreement, the balance remaining in your
SSA or eligible Surplus Contribution, after allocation of expenses and claims, will be returned to the Subscriber within six months thereafter.
In the event that that the Subscriber should cease to maintain insurance with KIN, regardless of whether such insurance is cancelled,
rescinded or non-renewed for any reason, you will lose all rights as a subscriber to KIN.


 


11. Acknowledgement
of Receipt of Documents. The Subscriber hereby acknowledges and confirms receipt of, and represents and warrants to KIN and KRM that
the Subscriber has read and fully understands, the SAC Charter and the AIF Agreement prior to executing this Agreement.


 


12. Binding
Agreement. This Agreement will be accepted by KRM upon receipt of the Subscriber’s executed signature on the cover page. The
Subscriber agrees that this Agreement, including the power of attorney set forth herein, will apply to all insurance policies for which
the Subscriber has applied, or will apply, with KIN. The subscriber further agrees and understands that upon acceptance of this Agreement
by KRM, the terms and conditions of each of this Agreement, the SAC Charter, and the AIF Agreement will be valid and binding upon KRM,
the Subscriber, and each of the parties’ respective personal representatives, administrators, successors, and assigns, as indicated
by the Subscriber’s signature on the cover page.








 


13. General
Provisions.





 


13.1 Governing
Law. This Agreement and all matters relating to its validity, interpretation, performance and enforcement shall be governed by and
construed in accordance with the substantive laws of the State of Florida, without giving effect to the principles of the conflict of
laws or the rules thereof that might require the application of the laws of another jurisdiction.


 


13.2 Limitation
of Actions. Absent a finding of criminal or willful misconduct or recklessness and except for legal actions that may arise directly
from the Subscriber’s insurance policy(ies) or legal actions to enforce this contract, the Subscriber agrees that KIN will not be
sued or named in any action or affirmative defense by the Subscriber.


 


13.3 Rules
of Construction. When a reference is made in this Agreement to a Section or subsection, such reference shall be to a Section or subsection
of this Agreement unless otherwise indicated. Any capitalized terms used in any attachment to this Agreement but not otherwise defined
therein shall have the meanings as defined in this Agreement.





 


[End of Agreement]


 





 


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