Exhibit 5.1

	Brownstein Hyatt Farber Schreck, LLP
	702.382.2101 main
	100 North City Parkway, Suite 1600
	Las Vegas, Nevada 89106

June 12, 2025

Ategrity Specialty Insurance Company Holdings
9 West 57th Street, 33rd Floor

New York, New York 10019

To the addressee set forth above:

We have acted as local Nevada counsel to Ategrity Specialty Insurance Company Holdings, a Nevada corporation (the “Company”), in connection with the filing of Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-286059) (as so amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including the preliminary prospectus contained therein (the “Prospectus”), relating to the offering and sale by the Company pursuant to the underwriting agreement by and between the Company and J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the underwriters (the “Underwriting Agreement”), of up to 6,666,667 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and up to an additional 1,000,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) pursuant to an over-allotment option under the Underwriting Agreement. This opinion letter is being furnished at your request in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the issuance and sale of the Shares as described in the Underwriting Agreement, the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinion paragraph below, we have assumed that all such proceedings have been timely completed or will be timely completed in the manner presently proposed in the Underwriting Agreement, the Registration Statement and the Prospectus.

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement (including the Prospectus), (ii) the articles of incorporation and bylaws of the Company, each as amended to date, (iii) the form of Underwriting Agreement filed as an exhibit to the Registration Statement, and (iv) such other agreements, instruments, corporate records (including resolutions of the board of directors and any committee thereof and of the stockholders of the Company) and other documents, or forms thereof, as we have deemed necessary or appropriate, and we have obtained from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations, assurances and public filings as we have deemed necessary or appropriate.

www.bhfs.com

Ategrity Specialty Insurance Company Holdings

June 12, 2025

Page 2

Without limiting the generality of the foregoing, in our examination and in issuing this opinion letter, we have, with your permission, assumed without independent verification that (i) the Underwriting Agreement has been or will be duly authorized, executed and delivered by each party thereto in substantially the form thereof filed as an exhibit to the Registration Statement; (ii) the obligations of each party set forth in the Underwriting Agreement are or will be its valid and binding obligations, enforceable in accordance with their respective terms; (iii) except to the extent set forth in the opinion paragraph below, the statements of fact and representations and warranties set forth in the documents we have reviewed, including the Underwriting Agreement, are or will at all relevant times be, true and correct as to factual matters; (iv) each natural person executing a document, at the time of such execution, has or will have sufficient legal capacity to do so; (v) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (vi) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete.

We are qualified to practice law in the State of Nevada. The opinion set forth herein is expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.

Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been duly authorized by the Company, and if, when and to the extent any Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the Underwriting Agreement (including payment in full of any and all consideration required for such Shares as prescribed thereunder), and as described in the Registration Statement and the Prospectus, such Shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in such laws or facts after the filing of this opinion letter as an exhibit to the Company’s Current Report on 8-K, incorporated by reference into the Registration Statements. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.

We consent to your filing this opinion letter as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement, and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

Exhibit 10.1

SERVICES AGREEMENT

This Services Agreement, dated as of June 10, 2025 (the “Effective Date”), is entered into by and between ZIMMER FINANCIAL SERVICES GROUP LLC, a Delaware limited liability company (hereinafter referred to as “Zimmer”), and ATEGRITY SPECIALTY HOLDINGS LLC, a Delaware limited liability company (hereinafter referred to as “Ategrity”). Zimmer and Ategrity shall hereinafter be collectively referred to as the “Parties” and each of them as a “Party.”

RECITALS

A.           WHEREAS, Zimmer is the controlling shareholder of Ategrity and desires to support Ategrity in its continued growth.

B.            WHEREAS, Zimmer has offered to provide Ategrity and its subsidiaries with general assistance and expertise, as well as the specific services set forth in this Services Agreement (the “Services”).

C.            WHEREAS, Ategrity accepts the provision of such Services from Zimmer.

D.           WHEREAS, Ategrity acknowledges that Zimmer may provide such services through its subsidiaries and affiliated entities as it deems appropriate.

E.            WHEREAS, the Parties desire to define the terms and conditions under which the Services may be rendered to Ategrity according to its needs and to fix the remuneration of the Services on a reasonable basis.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual agreements in this Services Agreement, the Parties hereby agree as follows:

ARTICLE 1 SERVICES

Zimmer may provide to Ategrity and its subsidiaries, at Ategrity’s request, with the Services in various fields as further detailed below, for the sole use and benefit of Ategrity:

1.            Human Resources. Zimmer may provide customary human resources services, including, but not limited to, payroll administration and compliance, benefits and compensation planning, hiring and onboarding, and employee resources regarding worker’s compensation, salary, benefits, and personnel disputes.

2.            Tax. Zimmer may provide, and may coordinate with third party vendors to provide, customary tax compliance services within the United States and Bermuda, including, but not limited to, tax compliance, audits and tax planning activities, providing advice related to corporate and investment tax matters, coordinating payments with the Internal Revenue Services and related to tax sharing agreements and investments.

3.            Legal and Corporate Secretary. Zimmer may provide legal services related to governance and legal matters, including, but not limited to, providing advice to Ategrity’s management and board of directors and providing assistance with respect to executive compensation, securities law, and other legal matters, as well as Zimmer personnel providing services as corporate secretary to Ategrity.

4.            Transaction Advisory. Zimmer may provide financial, modeling, and accounting support for strategic or lending opportunities.

5.            Information Technology. Zimmer may provide, and may coordinate with third party vendors to provide, services to develop, implement, operate, and support Ategrity’s information technology requirements.

6.            Actuarial. Zimmer may provide actuarial services and analyses.

7.            Audit. Zimmer may provide certain internal audit services.

8.            Investment Accounting. Zimmer may provide investment accounting services, including coordinating with administrators and providing reporting on portfolio investments.

9.            Investor Relations. Zimmer may provide investor relations services, including in with respect to public relations and interactions with the investor community.

Zimmer shall perform (or cause to be performed) the Services (i) in a professional manner, (ii) with the same degree of care as it exercises in performing their own functions of a like or similar nature, and (iii) in a timely manner in accordance with the provisions of this Services Agreement and consistent with historical practice (except to the extent otherwise provided herein).

ARTICLE 2 SERVICES MANAGER; SECONDMENTS

Each Party will each appoint a single “Services Manager” for each Service. The initial Services Manager will serve as the primary point of contact for the other Party for matters related to such Service. Either Party may replace any of its Services Managers with an individual of comparable qualifications and experience by notifying the other Party of such new appointment.

Any Party may propose a secondment of employees of Zimmer or its affiliates to Ategrity for a designated purpose related to Services. Any proposal for secondment must include the designated purpose and scope of each secondment position, including duties, responsibilities, and deliverables; duration of the secondment; number of secondees and minimum expertise, qualifications, and experience required; work location and position within Ategrity’s organization of each secondee; and estimated costs of the secondment.

Ategrity shall consider the expertise and experience of each such nominee in light of the expertise and experience required for the approved and authorized secondment position, shall determine the acceptability of any nominee for any secondee position, and shall select or reject any nominee. Although each secondee shall report to and be directed by Ategrity, each secondee shall remain at all times the employee of Zimmer or an affiliate thereof. Either Party may withdraw or suspend any position identified for secondment at any time and may terminate a secondment with or without cause. The cost payable by Ategrity with respect to such secondee shall be mutually agreed by the Parties in advance of such secondment.

ARTICLE 3 FACILITIES SERVICES

Zimmer agrees to make available to Ategrity a designated space and access to certain shared space within its principal place of business at 9 West 57th Street, 33rd Floor New York, New York 10019 (the “Designated Premises”) for use by the personnel of Ategrity, which shall include the following:

1.            access to and right to use the Designated Premises;

2.            provision of office furnishings and office supplies, and access to and right to use such office furnishings and office supplies;

3.            access to and right to use building mailroom facilities and services;

4.            provision of and right to use all utilities at the Designated Premises, including, but not limited to, water, gas, and electricity, as applicable; and

5.            provision of and right to use internet services at the Zimmer Premises.

ARTICLE 4 COMPENSATION FOR THE SERVICES; PAYMENT

In consideration of the Services provided by Zimmer to Ategrity, Ategrity shall pay Zimmer a fee (the “Fees”) equal to Zimmer’s total costs (total direct and indirect costs) in providing the Services hereunder plus 5.0% of those total costs. The allocation of cost between the Parties shall be determined as among the Parties by reference to reasonable metrics, in each case as listed on Schedule A attached to this Services Agreement.

Zimmer shall provide Ategrity with an invoice on a quarterly basis in an amount consistent with the Fees as described in Article 3 and Schedule A attached, and all amounts invoiced will be payable within 90 days of the invoice date.

ARTICLE 5 EXPENSES

Ategrity shall reimburse Zimmer for its allocable share of any reasonable and documented out-of-pocket expenses that are actually incurred by Zimmer in the course of performing the Services under this Services Agreement. Expenses shall be re-invoiced at cost unless otherwise provided herein.

ARTICLE 6 TERM AND TERMINATION

Term.  The term of this Services Agreement shall be for a period of five years, effective as of the Effective Date, and will automatically renew for two-year periods thereafter unless any Party provides the other Party with 90 days’ written notice before expiration of its intention not to renew.

Termination for Material Breach. If either Party is in material breach of this Services Agreement, the other Party may terminate this Services Agreement, at the end of a written 30-day notice and cure period if the breach has not been cured.

Notwithstanding the foregoing, this Services Agreement shall be automatically terminated and without prior notice by any Party, if Zimmer ceases to be an affiliate of Ategrity unless Zimmer provides prior written notice waiving such automatic termination.

ARTICLE 7 ENTIRE AGREEMENT

This Services Agreement memorializes and supersedes any prior oral or written agreements among the Parties regarding the matters described herein.

ARTICLE 8 AMENDMENTS AND WAIVERS

No provision of this Services Agreement, including the schedules hereto, may be amended except by an agreement in writing signed by both Parties.

Any term or provision of this Services Agreement may be waived, or the time for its performance may be extended, by the Party or the Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Services Agreement if, as to any Party, it is executed by a writing signed by an authorized representative of such Party. Waiver by any Party of any default by the other Party of any provision of this Services Agreement shall not be construed to be a waiver by the waiving Party of any subsequent or other default, nor shall it in any way affect the validity of this Services Agreement or prejudice the rights of the other Party, thereafter, to enforce each and every such provision. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

ARTICLE 9 CONFIDENTIALITY AND DATA PROTECTION

Confidential Information. “Confidential Information” means non-public information disclosed orally or in writing by a Party or its affiliate (“Discloser”) to the other Party or its affiliate (“Recipient”) about (without limitation) its business, employees, finances, customers, operations, products, technology, plans, or pricing, that is designated as confidential or reasonably should be considered confidential given the nature of the information and the circumstances of its disclosure.

Protection of Confidential Information. Recipient will use the same degree of care that it uses to protect the confidentiality of its own information of a like nature, but in no event less than reasonable care, (a) not to use Discloser’s Confidential Information for a purpose inconsistent with the activities contemplated under this Services Agreement, and (b) to limit access to Discloser’s Confidential Information to those of Recipient’s and its affiliates’ employees, directors, contractors, advisors and auditors who need such access for activities contemplated under this Services Agreement and who are legally or contractually bound to protect the Confidential Information as provided in this Article 9. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of a duty owed to Discloser, (ii) was known to Recipient before its disclosure hereunder without breach of a duty owed to Discloser, (iii) is received from a third party without breach of a duty owed to Discloser, or (iv) is independently developed by Recipient without use of Discloser’s Confidential Information.

Requests for Confidential Information. If Recipient receives a government or other third-party request for Discloser’s Confidential Information, Recipient will direct the requestor to, and promptly notify, Discloser if legally permitted to do so. Recipient will comply with such a third-party request only if so required by law; in such an event, Recipient will seek to limit the disclosure to that Confidential Information which Recipient is legally required to disclose.

Data Privacy. Each Party shall at all times protect Personal Data received under this Agreement in accordance with applicable law. “Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly to personal data or personally identifiable information under applicable law).

Data Breach. If a Recipient becomes aware of an unauthorized access to or disclosure, loss or alteration of Discloser’s Confidential Information, Recipient will promptly notify Discloser, seek to mitigate the breach, and preserve forensic evidence, and provide information to Discloser about the nature and scope of the breach.

ARTICLE 10 INDEPENDENT CONTRACTOR

In performing the Services hereunder, Zimmer shall operate as, and has the status of, an independent contractor. No Party’s employees shall be considered employees or agents of the other Party, nor shall the employees of either Party be eligible or entitled to any benefits, perquisites, or privileges given or extended to any of the other Party’s employees. Nothing contained in this Services Agreement shall be deemed or construed to create a joint venture or partnership between the Parties. Nothing in this Services Agreement shall be deemed to create an employment relationship between Ategrity and the employees and/or agents of Zimmer or its affiliates who perform the Services pursuant to this Services Agreement, or make Zimmer and Ategrity joint employers thereof. Zimmer shall have the sole responsibility for the day-to-day control and supervision of the individuals it employs in connection with this Services Agreement (subject to the terms of any secondment). Zimmer retains any and all liability with respect to the actions, activities and conduct of such individuals in full (including any employment- related claims, litigation or other assertions of liability or responsibility).

ARTICLE 11 INTELLECTUAL PROPERTY

Except as otherwise agreed by the Parties in writing, each Party and its affiliates shall each remain the exclusive owner of all right, title and interest throughout the world in and to all their respective intellectual property rights, whether provided to one another in the performance or receipt of the Services, or in any other context given the relationships of the Parties under this Services Agreement. Nothing in this Services Agreement shall be deemed to grant to any party hereto by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in any technology, inventions, work processes, hardware, software or any other tangible or intangible assets owned, controlled or licensed a party. No Party shall have any rights or licenses with respect to any software, hardware or facility of another party solely by virtue of this Services Agreement. All rights and licenses not expressly granted in this Services Agreement are expressly reserved by the relevant party.

ARTICLE 12 PRIVILEGE; CONFLICTS OF INTEREST

It is understood that the attorneys providing legal services pursuant to this Services Agreement have been retained by Ategrity for the express purpose of providing legal advice to Ategrity and that their communication with Ategrity will be subject to the attorney-client privilege to the extent permitted by law and by applicable ethical requirements.

The Parties agree that to the extent a conflict of interest arises for any attorney providing legal services pursuant to this Services Agreement, the attorney will evaluate and consider mitigating steps to address such conflict consistent with the principles and obligations of professional responsibility, which may include such attorney disclosing such conflict to the relevant officers and director of Ategrity, and if required, determining to recuse him or herself from any particular matter that presents a conflict of interest.

ARTICLE 13 COMPLIANCE WITH LAWS

In the performance of its duties and obligations under this Services Agreement, each Party shall comply with all applicable laws. The Parties shall cooperate fully in obtaining and maintaining in effect all permits and licenses that may be required for the performance of the Services.

ARTICLE 14 APPLICABLE LAW- DISPUTES

This Services Agreement shall be governed by the internal laws of the State of New York without regard to its conflicts or choice of law rules, as applicable.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SERVICES AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS SERVICES AGREEMENT. EACH PARTY TO THIS SERVICES AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SERVICES AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Article 14.

ARTICLE 15 LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SERVICES AGREEMENT, WITH THE EXCEPTION OF CLAIMS ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, (A) NEITHER PARTY, NOR ITS AFFILIATES, CONTRACTORS, SUPPLIERS OR AGENTS, SHALL HAVE ANY LIABILITY HEREUNDER FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE AGGREGATE LIABILITY OF A SERVICE PROVIDER FOR DAMAGES HEREUNDER IN CONNECTION WITH ITS PERFORMANCE OF (OR ITS FAILURE TO PERFORM) ITS OBLIGATIONS HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID FOR THE SERVICES UNDER THIS SERVICES AGREEMENT OVER THE PRIOR YEAR. FOR PURPOSES OF THIS SERVICES AGREEMENT, “FRAUD” MEANS ACTUAL AND INTENTIONAL COMMON LAW FRAUD UNDER NEW YORK LAW; PROVIDED THAT THE TERM “FRAUD” SHALL EXCLUDE FRAUD OR CLAIMS BASED ON CONSTRUCTIVE KNOWLEDGE, EQUITABLE FRAUD, CONSTRUCTIVE FRAUD, PROMISSORY FRAUD, RECKLESS OR NEGLIGENT MISREPRESENTATION OR OMISSION AND OTHER THEORIES.

ARTICLE 16 SEVERABILITY

In the event that any provision of this Services Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Services Agreement shall continue in full force and effect and shall be interpreted so as reasonably necessary to effect the intent of the Parties hereto. The Parties hereto shall use all reasonable efforts to replace such void or unenforceable provision of this Services Agreement with a valid and enforceable provision that shall achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.

ARTICLE 17

SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES

This Services Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Services Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties (not to be unreasonably withheld, conditioned or delayed), and any attempt to assign any rights or obligations arising under this Services Agreement without such consent shall be void ab initio and without force or effect, provided that any assumption of this Services Agreement as part of the chapter 11 bankruptcy case of any Party shall not be considered an assignment for purposes of this Article 17.

This Services Agreement is for the sole benefit of the Parties and their respective affiliates and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Services Agreement.

ARTICLE 18

NOTICES

All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) when sent by electronic mail, on the date of transmission to such recipient, (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (d) four business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

ARTICLE 19 COUNTERPARTS

This Services Agreement may be executed in any number of counterparts that may be necessary. All counterparts will constitute the Services Agreement. Any provision hereof requiring written consent, confirmation, or other similar communication may be satisfied through electronic communication, including the use of electronic signatures for execution of this Services Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Services Agreement to be executed on the date first above written.

Omitted Schedule

Schedule A to this exhibit, which is described under Article 4 above, has been omitted pursuant to Item 601(a)(5) of Regulation S-K because it does not contain information material to an investment or voting decision and that information is not otherwise disclosed in this exhibit or the disclosure document. The registrant will furnish supplementally a copy of Schedule A to the Securities and Exchange Commission or its staff upon request.

Schedule A

[Summary of Fees and allocation methodology]

Exhibit 10.2

STOCKHOLDERS AGREEMENT

BY AND BETWEEN

Ategrity Specialty Insurance Company Holdings

And

The Initial Stockholders

June 10, 2025

TABLE OF CONTENTS

EXHIBIT

STOCKHOLDERS AGREEMENT

Exhibit A: Form of Joinder Agreement This Stockholders Agreement (this “Agreement”) is entered into as of June 10, 2025 by and between Ategrity Specialty Insurance Company Holdings, a Nevada corporation (the “Company”), Zimmer Financial Services Group LLC, a Delaware limited liability company (“ZFSG”), Zimmer Management Services LLC, a Delaware limited liability company (“ZMS”) and each of the other signatories hereto (collectively, the “Initial Stockholders”).

RECITALS

A.            WHEREAS, the Company is proposing to consummate an initial public offering (the “Initial Public Offering”) of its common stock, par value $0.001 per share (the “Common Stock”), pursuant to an Underwriting Agreement, dated June 10, 2025 (the “Underwriting Agreement”).

B.            WHEREAS, the Initial Stockholders and the Company desire to enter into this Agreement and the Board of Directors of the Company (the “Board of Directors”) has approved this Agreement.

C.            WHEREAS, the parties to this Agreement desire to agree upon the respective rights and obligations after the Initial Public Offering with respect to the securities of the Company now or hereafter issued and outstanding and held by the parties to this Agreement and certain matters with respect to their investment in the Company.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, and the mutual agreements and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

SECTION I.             DEFINITIONS

1.1            Drafting Conventions; No Construction Against Drafter.

(a)            The headings in this Agreement are provided for convenience and do not affect its meaning. The words “include,” “includes” and “including” are to be read as if they were followed by the phrase “without limitation.” Unless specified otherwise, any reference to an agreement means that agreement as amended or supplemented, subject to any restrictions on amendment contained in such agreement. Unless specified otherwise, any reference to a statute or regulation means that statute or regulation as amended or supplemented from time to time and any corresponding provisions of successor statutes or regulations. If any date specified in this Agreement as a date for taking action falls on a day that is not a business day, then that action may be taken on the next business day. Unless specified otherwise, the words “party” and “parties” refer only to a party named in this Agreement or one who joins this Agreement as a party pursuant to the terms hereof.

(b)            The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if drafted jointly by the parties and there is to be no presumption or burden of proof or rule of strict construction favoring or disfavoring any party because of the authorship of any provision of this Agreement.

1.2            Defined Terms. The following capitalized terms, as used in this Agreement, have the meanings set forth below.

“Affiliate” means with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by or is under common control with the specified Person or any of such Person’s Affiliates, including any stockholder, partner, officer, director, manager or member of the specified Person and any investment fund now or hereafter managed by, or which is controlled by or is under common control with, one or more general partners of the specified Person. In the case of a natural Person, his or her Affiliates include members of such Person’s immediate family, natural lineal descendants of such Person or a trust or other similar entity established for the exclusive benefit of such Person and his or her immediate family and natural lineal descendants. For the purposes of this definition, “control” (including, with its correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such Person, whether through the ownership of securities, by contract or otherwise. For purposes of this definition, the Company and its subsidiaries will not be deemed to be Affiliates of any specified Person.

“Board of Directors” has the meaning set forth in the recitals.

“Closing” means the closing of the Initial Public Offering.

“Common Stock” has the meaning set forth in the recitals.

“Company” has the meaning set forth in the preamble and shall include any successor thereto.

“Director” means a member of the Board of Directors.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Initial Public Offering” has the meaning set forth in the recitals.

“Initial Stockholder” has the meaning set forth in the preamble.

“Joinder Agreement” means the joinder agreement substantially in the form of Exhibit A.

“Necessary Action” means, with respect to a specified result, all commercially reasonable actions required to cause such result that are within the power of a specified Person, including (i) voting or providing a written consent or proxy with respect to the Company Shares, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) causing members of the Board of Directors, subject to any fiduciary duties that such members may have as directors of the Company (including pursuant to Section 4.1(d)), to act in a certain manner, including causing members of the Board of Directors or any nominating or similar committee of the Board of Directors to recommend the appointment of any ZFSG Stockholders’ Designees as provided by this Agreement.

“Nominating Committee” has the meaning set forth in Section 4.1(c).

“Permitted Transferee” means, with respect to any Stockholder, (i) any Affiliate of such Stockholder, (ii) any director, officer or employee of any Affiliate of such Stockholder, or (iii) any direct or indirect member or general or limited partner of such Stockholder that is the transferee of Shares pursuant to a pro rata distribution of Shares by such Stockholder to its partners or members, as applicable (or any subsequent transfer of such Shares by the transferee to another Permitted Transferee).

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government (or agency or political subdivision thereof) or any other entity or group (as defined in Section 13(d) of the Exchange Act).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Shares” means, at any time, (i) shares of Common Stock and (ii) any other equity securities now or hereafter issued by the Company, together with any options thereon and any other shares of stock or other equity securities issued or issuable with respect thereto (whether by way of a stock dividend, stock split or in exchange for or in replacement or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

“Stockholders” means the Initial Stockholders and any other stockholders who from time to time become party to this Agreement by execution of a Joinder Agreement.

“Transfer” means any direct or indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of a security interest in or other disposal or attempted disposal of all or any portion of a security, any interest or rights in a security, or any rights under this Agreement.

“Transferee” means the recipient of a Transfer.

“Underwriting Agreement” has the meaning set forth in the recitals.

“WKSI” means a well-known seasoned issuer, as defined in Rule 405 under the Securities Act.

“ZFSG” has the meaning set forth in the preamble.

“ZFSG Director” a ZFSG Designee that is elected as a Director.

“ZFSG Stockholders” means (i) ZFSG and any other investment funds affiliated with or advised by ZFSG and (ii) any Permitted Transferee or Affiliate of ZFSG (x) which is issued Common Stock or becomes the beneficial owner of any Common Stock or is Transferred any Common Stock by any other Person and (y) which becomes a party hereto by executing a Joinder Agreement.

“ZFSG Designee” has the meaning set forth in Section 4.1(b).

SECTION II.           REPRESENTATIONS AND WARRANTIES

2.1            Representations and Warranties of the Initial Stockholders. The Initial Stockholders have the power and authority to enter into this Agreement and carry out their obligations hereunder. The Initial Stockholders hereby represent, warrant and covenant to the Company as follows: (a) this Agreement has been duly authorized, executed and delivered by such Initial Stockholder; (b) this Agreement constitutes the valid and binding obligation of such Initial Stockholder enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by such Initial Stockholder of this Agreement: (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such Initial Stockholder, or require such Initial Stockholder to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (ii) does not constitute a breach of or default under any material agreement to which such Initial Stockholder is a party.

2.2            Representations and Warranties of the Company. The Company hereby represents, warrants and covenants to the Initial Stockholders as follows: (a) the Company has full corporate power and authority to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of the Company enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by the Company of this Agreement: (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to the Company, or require the Company to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of the Company.

SECTION III.          REGISTRATION RIGHTS

3.1            Demand and Piggyback Rights.

(a)            Right to Demand a Registered Offering. Upon the demand of one or more ZFSG Stockholders, the Company will facilitate in the manner described in this Agreement a registered offering of the Shares or Shares underlying convertible securities requested by the demanding ZFSG Stockholders to be included in such offering. A demand by ZFSG Stockholders for a registered underwritten offering may not be made unless the Shares requested to be sold by the demanding ZFSG Stockholders in such offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million or such lesser amount if all Shares held by the demanding ZFSG Stockholders are requested to be sold. Any demanded registered offering may, at the Company’s option, include Shares to be sold by the Company for its own account and will also include Shares to be sold by other Stockholders or other holders of Shares with similar rights, if any, that exercise their related piggyback rights on a timely basis.

(b)            Right to Piggyback on a Non-Shelf Registered Offering. In connection with any registered offering of Common Stock covered by a non-shelf registration statement (whether pursuant to the exercise of demand rights or at the initiative of the Company), the Stockholders may exercise piggyback rights to have included in such offering Shares or Shares underlying convertible securities held by them. The Company will facilitate in the manner described in this Agreement any such non-shelf registered offering.

(c)            Right to Demand and be Included in a Shelf Registration. Upon the demand of one or more ZFSG Stockholders, the Company will facilitate in the manner described in this Agreement a shelf registration of Shares held by them (such registration statement, a “Shelf Registration Statement”) on Form S-1 or Form S-3. If at any time or from time to time, the Company proposes to file a shelf registration statement for itself or on behalf of any other stockholder, for a delayed or continuous offering pursuant to Rule 415 under the Securities Act or any successor rule thereto, then the Company shall give each Stockholder written notice prior to filing a Shelf Registration Statement and, upon the written request of any Stockholder, the Company shall include in such Shelf Registration Statement a number of Shares or Shares underlying convertible securities held by such Stockholder equal to the aggregate number of Shares requested to be included by such Stockholder. If at the time of such request the Company is a WKSI, such shelf registration may cover an unspecified number of Shares to be sold by the Company and the Stockholders and only a generic description of the holder of such securities.

(d)            Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more ZFSG Stockholders made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Shares or Shares underlying convertible securities off of an effective Shelf Registration Statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Stockholders may exercise piggyback rights to have included in such takedown Shares or Shares underlying convertible securities held by them that are registered on such shelf. Notwithstanding the foregoing, ZFSG Stockholders may not demand an underwritten shelf takedown for an offering unless the Shares requested to be sold by the demanding Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million or such lesser amount if all Shares held by the demanding ZFSG Stockholders are requested to be sold.

(e)            Limitations on Demand and Piggyback Rights.

(i)            Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) in connection with registrations on Form S-4 or Form S-8 promulgated by the SEC or any successor or similar forms, (ii) where the Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than Shares, even if such securities are convertible into or exchangeable or exercisable for Shares.

(ii)            The Stockholders shall not be permitted to sell any securities pursuant to Section 3.1 at any time that the Board of Directors determines in good faith that it would be materially detrimental to the Company or its stockholders for sales of securities to be made; provided that all Stockholders shall be treated consistently in connection with each such determination; and provided further, that the Company shall promptly notify each Stockholder in writing of any such action and provided further, that any such delay may not last more than forty-five (45) days and such delays may not be in effect more than ninety (90) days during any three hundred and sixty-five (365) day period.

3.2            Notices, Cutbacks and Other Matters.

(a)            Notifications Regarding Registration Statements and Shelf Takedowns. In order for one or more ZFSG Stockholders to exercise their right to demand that a registration statement be filed, they must so notify the Company in writing indicating the number of Shares sought to be registered and the proposed plan of distribution. The Company will use its best efforts to keep the ZFSG Stockholders reasonably apprised of all pertinent aspects of its pursuit of any registration or Shelf Takedown, whether pursuant to a ZFSG Stockholder demand or otherwise, with respect to which a piggyback opportunity is available (and in any event, provide written notice of such registration statement or Shelf Takedown at least ten (10) business days before a filing of a registration statement or Shelf Takedown). Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions.

(b)            Notifications Regarding Registration Piggyback Rights. Any Stockholder wishing to exercise its piggyback rights with respect to a registration statement must notify the Company and the other Stockholders of the number of Shares it seeks to have included in such registration statement. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on the third trading day prior to (i) if applicable, the date on which the preliminary prospectus intended to be used in connection with pre-effective marketing efforts for the relevant offering is expected to be finalized, and (ii) if no marketing takes place, the date on which the pricing of the relevant offering is expected to occur.

(c)            Plan of Distribution, Underwriters and Counsel. If (i) a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are being sold by the Company for its own account and (ii) such offering was initiated by the Company and not by any ZFSG Stockholder, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders holding a majority of the Shares requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Stockholders in any transaction (which may be the same as counsel for the Company). In the case of a Shelf Registration Statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferees and pledgees of Stockholders.

(d)            Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering.

(i)            In the case of a registered offering upon the demand of one or more ZFSG Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority.

(ii)           In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by such selling Stockholders to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights as a group will have third priority and will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering.

(e)            Withdrawals. Even if Shares held by a ZFSG Stockholder have been part of a registered underwritten offering, such ZFSG Stockholder may, no later than the time at which the public offering price and underwriters’ discount are determined with the managing underwriter, decline to sell all or any portion of the Shares being offered for its account.

(f)            Lockups. In connection with any underwritten offering of Shares following the Initial Public Offering, the Company and each participating Stockholder hereby agree to be bound by the underwriting agreement’s lockup restrictions (which must apply, and continue to apply, in like manner to all of them) that are agreed to by the Company or by directors, officers and other selling stockholders; provided, however, that in no event following the Initial Public Offering shall such lockup restrictions last more than 90 days; provided, further, if any party to a lock-up is released from its holdback period by the underwriters prior to the end of the applicable holdback period, then each other Stockholder shall be similarly released to the same extent and on a pro rata basis.

(g)            Expenses. All expenses incurred in connection with any registration statement or registered offering covering Shares held by Stockholders, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel to the Company and to the Stockholders (provided that the Company shall only be responsible for the fees and disbursements of one outside counsel for all of the Stockholders) and of the independent certified public accountants, and the expense of qualifying such Shares under state blue sky laws, will be borne by the Company. However, underwriters’, brokers’ and dealers’ discounts and commissions applicable to Shares sold for the account of a Stockholder will be borne by such Stockholder.

3.3            Facilitating Registrations and Offerings.

(a)            General. If the Company becomes obligated under this Agreement to facilitate a registration and offering of Shares on behalf of the Stockholders, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration and offering by the Company of Shares for its own account. Without limiting this general obligation, the Company will fulfill its specific obligations as described in this Section 3.3.

(b)            Registration Statements. In connection with each registration statement that is demanded by the ZFSG Stockholders or as to which piggyback rights otherwise apply, the Company will:

(i)            prepare and file (or confidentially submit) with the SEC a registration statement covering the applicable Shares, (ii) prepare and file (or confidentially submit) such amendments or supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten public offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Shares by an underwriter or dealer), (iii) seek the effectiveness thereof, and (iv) file with the SEC prospectuses and prospectus supplements as may be required, all in consultation with the ZFSG Stockholders and as reasonably necessary in order to permit the offer and sale of the such Shares in accordance with the applicable plan of distribution;

(ii)           within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus, provide copies of such documents to the selling Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Stockholders or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be reasonably requested by the selling Stockholders or any underwriter available for discussion of such documents;

(iii)          cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Shares (x) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(iv)          notify each Stockholder promptly, and, if requested by such Stockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation or threatening of any proceedings for that purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, if required by applicable law, prepare and file a supplement or amendment to such registration statement or prospectus so that, as thereafter delivered to the purchasers of Shares registered thereby, such registration statement or prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(v)           furnish counsel for each underwriter, if any, and for the Stockholders copies of any correspondence with the SEC or any state securities authority relating to the registration statement or prospectus;

(vi)          otherwise comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force);

(vii)         use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time;

(c)            Non-Shelf Registered Offerings and Shelf Takedowns. In connection with any non-shelf registered offering or shelf takedown that is demanded by the ZFSG Stockholders or as to which piggyback rights otherwise apply, the Company will:

(i)            cooperate with the selling Stockholders and the sole underwriter or managing underwriter(s) of an underwritten offering of Shares, if any, to facilitate the timely preparation and delivery of certificates representing the Shares to be sold and not bearing any restrictive legends; and enable such Shares to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the selling Stockholders or the sole underwriter or managing underwriter(s) of an underwritten offering of Shares, if any, may reasonably request at least five days prior to any sale of such Shares;

(ii)           furnish to each Stockholder and to each underwriter, if any, participating in the relevant offering, without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Shares; the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by each such Stockholder and underwriter in connection with the offering and sale of the Shares covered by the prospectus or the preliminary prospectus;

(iii)          (i) use all reasonable efforts to register or qualify the Shares being offered and sold, no later than the time the applicable registration statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as each underwriter, if any, or any Stockholder holding Shares covered by a registration statement, shall reasonably request; (ii) use all reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required to be kept effective; (iii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in the registration statement and (iv) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and Stockholder to consummate the disposition in each such jurisdiction of such Shares owned by such Stockholder; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Shares in connection therewith) in any such jurisdiction;

(iv)          cause all Shares being sold to be qualified for inclusion in or listed on the principal U.S. securities exchange on which the Common Stock is then so qualified or listed;

(v)           cooperate and assist in any filings required to be made with Financial Industry Regulatory Authority and in the performance of any due diligence investigation by any underwriter in an underwritten offering;

(vi)          use all reasonable efforts to facilitate the distribution and sale of any Shares to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be requested by the Stockholders or the lead managing underwriter of an underwritten offering; and

(vii)         enter into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Shares and in connection therewith:

(1)           make such representations and warranties to the selling Stockholders and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;

(2)           obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter, if any) addressed to each selling Stockholder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Stockholders and underwriters;

(3)           obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the selling Stockholders, if permissible, and the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings;

(4)           to the extent requested by the ZFSG Shareholders, cause the Company’s directors and executive officers to enter into lock-up agreements in customary form; and

(5)           to the extent requested and customary for the relevant transaction, enter into a securities sales agreement with the Stockholders providing for, among other things, the appointment of such representative as agent for the selling Stockholders for the purpose of soliciting purchases of Shares, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants.

The above shall be done at such times as customarily occur in similar registered offerings or shelf takedowns.

(d)            Due Diligence. In connection with each registration and offering of Shares to be sold by Stockholders, the Company will, in accordance with customary practice, make available for inspection by representatives of the Stockholders participating in such offering and underwriters and any counsel or accountant retained by such Stockholder or underwriters all relevant financial and other records, pertinent corporate documents and properties of the Company and cause appropriate officers, managers and employees of the Company to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection with their due diligence exercise.

(e)            Information from Stockholders. Each Stockholder that holds Shares covered by any registration statement will furnish to the Company such information regarding itself as is required to be included in the registration statement, the ownership of Shares by such Stockholder and the proposed distribution by such Stockholder of such Shares as the Company may from time to time reasonably request in writing.

3.4            Indemnification.

(a)            Indemnification by the Company. In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Shares held by the Stockholders, the Company will hold harmless the Stockholders and each underwriter of such securities and each other person, if any, who controls any Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which the Stockholders or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act or any amendment or supplement to any of the foregoing, and which arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), any free writing prospectus, any testing-the-waters materials or any road show, and which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse the Stockholders and each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, however, that the Company shall not be liable to any Stockholder or its underwriters or controlling persons in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or such amendment or supplement, in reliance upon and in conformity with information furnished to the Company by such Stockholder or such underwriter specifically for use in the preparation thereof. The Company and the Stockholders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by the applicable Stockholders, the only information furnished or to be furnished to the Company for such use are statements specifically relating to (a) the beneficial ownership of Shares by such Stockholder and its Affiliates and (b) the name and address of such Stockholder.

(b)            Indemnification by the Stockholders. Each Stockholder will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.4(a)) the Company, each director of the Company, each officer of the Company who shall sign the registration statement, and any person who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which the Company or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act or any amendment or supplement to any of the foregoing, and which arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), any free writing prospectus, any testing-the-waters materials or any road show, and which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by such Stockholder specifically regarding such Stockholder for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by such Stockholder with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.

(c)            Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 3.4(a) and Section 3.4(b), the indemnified party will, if a resulting claim is to be made or may be made against and indemnifying party, give written notice to the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Section 3.4, except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

(d)            Contribution. If the indemnification required by this Section 3.4 from the indemnifying party is unavailable to or insufficient to hold harmless an indemnified party in respect of any indemnifiable losses, claims, damages, liabilities, or expenses, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect (i) the relative benefit of the indemnifying and indemnified parties and (ii) if the allocation in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefit referred to in clause (i) and also the relative fault of the indemnified and indemnifying parties, in connection with the actions which resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the 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, has been made by, or relates to information supplied by, such indemnifying party or parties, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damage, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 3.4(d) 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 the prior provisions of this Section 3.4(d). Notwithstanding the provisions of this Section 3.4(d), no indemnifying party shall be required to contribute any amount in excess of the amount by which the total price at which the securities were offered to the public by the indemnifying party exceeds the amount of any damages which the indemnifying party has otherwise been required to pay by reason of an untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such a fraudulent misrepresentation.

(e)            Non-Exclusive Remedy. The indemnification and contribution provided for under this Agreement will be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract (and the Company and its subsidiaries shall be considered the indemnitors of first resort in all such circumstances to which this Section 3 applies) and will 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 will survive the transfer of Shares and the termination or expiration of this Agreement.

3.5            Rule 144. If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of the ZFSG Stockholder, make publicly available such information) and it will take such further action as any Stockholder may reasonably request, so as to enable such Stockholder to sell Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Stockholder, the Company will deliver to such Stockholder a written statement as to whether it has complied with such requirements.

SECTION IV.          CORPORATE GOVERNANCE

4.1            Board of Directors.

(a)            Composition of Initial Board. As of the Closing, the Board of Directors shall be comprised of seven (7) directors serving as a single class:

(b)            ZFSG Stockholders’ Representation. For so long as ZFSG and its Affiliates hold, in the aggregate, a number of shares of Common Stock representing at least the percentages shown below, the Company shall take all Necessary Action to include in the slate of nominees recommended by the Board of Directors for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by ZFSG (each, a “ZFSG Designee”) that, if elected, will result in the number of ZFSG Directors serving on the Board of Directors that is shown below.

(c)            Board Size Increases and Decreases. If the size of the Board shall be increased, ZFSG shall have the right to designate a proportional number of persons for nomination and election to the Board (rounded up to the nearest whole, even number) as prior to such increase. If the size of the Board shall be decreased, ZFSG shall have the right to designate the same number of persons for nomination and election to the Board as set forth above.

(d)            Additional Obligations. An individual designated by ZFSG for election (including pursuant to Section 4.1(b)) as a director shall comply with any applicable requirements of the Company’s articles of incorporation, bylaws and corporate governance guidelines (collectively, the “Company Director Requirements”), and the charter or related guidelines of any committee of the Board of Directors responsible for nominating directors (such committee, if any, a “Nominating Committee”). Notwithstanding anything to the contrary in this Section 4, in the event that the Board of Directors determines in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular ZFSG Designee pursuant to this Section 4.1 would constitute a breach of its fiduciary duties to the Company or does not otherwise comply with any requirements of the Company Director Requirements, or the charter or related guidelines of the Nominating Committee, if any, then the Board of Directors shall inform ZFSG of such determination in writing and explain in reasonable detail the basis for such determination and ZFSG shall designate another individual for nomination, election or appointment to the Board of Directors (subject in each case to this Section 4.1(c)), and the Board of Directors and the Company shall take all of the actions required by this Section 4 with respect to the election of such substitute ZFSG Designee. It is hereby acknowledged and agreed that the fact that a particular ZFSG Designee is an Affiliate, director, professional, partner, member, manager, employee or agent of the ZFSG Stockholders or is not an independent director shall not in and of itself constitute an acceptable basis for such determination by the Board of Directors.

(e)            Vacancies. ZFSG shall have the exclusive right to designate directors for election to the Board of Directors to fill vacancies (for the remainder of the then current term) created by reason of death, disability, removal or resignation of ZFSG Directors to the Board of Directors, and the Company shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by ZFSG as promptly as reasonably practicable.

(f)            Chair; Committees. For so long as ZFSG and its Affilaites hold, in the aggregate, at least 25% of the Shares of Common Stock outstanding, ZFSG shall have the right to appoint the Chair of the Board and the Vice Chair of the Board from among the directors elected. In accordance with the Company’s articles of incorporation and bylaws, (i) the Board shall establish and maintain an audit committee of the Board, as well as all other committees of the Board the Company is required to have in accordance with applicable Laws and stock exchange regulations at such time, and (ii) the Board may from time to time by resolution establish and maintain other committees of the Board. Subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable at such time to such committee, ZFSG shall have the right to appoint at least one (1) ZFSG Director to serve on each committee of the Board for so long as ZFSG has the right to designate at least one (1)  director for nomination to the Board.

4.2            Agreement of Company. The Company hereby agrees that it will take all Necessary Actions to cause the matters addressed by this Section 4 to be carried out in accordance with the provisions thereof. Without limiting the foregoing, the Secretary of the Company or such other officer or employee of the Company who may be fulfilling the duties of the Secretary, shall not record any vote or consent or other action contrary to the terms of this Section 4. The Company shall avail itself of all available “controlled company” exceptions to the corporate governance listing standards of any securities exchange on which shares of Common Stock are listed, unless waived in writing by ZFSG.

SECTION V.           MISCELLANEOUS PROVISIONS

5.1            Access Rights. The Company shall, and shall cause its subsidiaries, officers, directors, employees, auditors and other agents to (a) afford the ZFSG Stockholders and their officers, employees, auditors and other agents, during normal business hours and upon reasonable notice, at all reasonable times access to the Company’s and its subsidiaries’ officers, employees, auditors, legal counsel, properties, offices, plants and other facilities and to all books and records, and (b) afford the ZFSG Stockholders and their officers, employees, auditors and other agents the opportunity to discuss the affairs, finances and accounts of the Company and its subsidiaries with their respective officers from time to time as each such ZFSG Stockholder may reasonably request, in each case, until such time as such ZFSG Stockholder shall cease to own 10% of the Shares outstanding.

5.2            Confidentiality. Each Stockholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company and its subsidiaries, any confidential information obtained from the Company pursuant to Section 5.1, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of any confidentiality obligation by such Stockholder or its affiliates), (b) is or has been independently developed or conceived by such Stockholder without use of or reliance on the Company’s confidential information or (c) is or has been made known or disclosed to such Stockholder by a third party (other than an Affiliate of such Stockholder) without a breach of any confidentiality obligations such third party may have to the Company that is known to such Stockholder; provided, that, a Stockholder may disclose confidential information (i) to its attorneys, accountants, consultants and other professional advisors to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (ii) to any prospective purchaser of any Shares from such Stockholder as long as such prospective purchaser executes a confidentiality agreement with the Company, in form and substance satisfactory to the Company, (iii) to any Affiliate, partner, member, limited partners, prospective partners or related investment fund of such Stockholder and their respective directors, employees, consultants and representatives, in each case in the ordinary course of business (provided that the recipients of such confidential information are subject to a customary confidentiality and non-disclosure obligation, and provided further that Stockholder will remain liable to the Company for any breaches of confidentiality and nondisclosure obligations by such persons), or (iv) as may otherwise be required by law or legal, judicial or regulatory process.

5.3            Reliance. Each covenant and agreement made by a party in this Agreement or in any certificate, instrument or other document delivered pursuant to this Agreement is material, shall be deemed to have been relied upon by the other parties and shall remain operative and in full force and effect regardless of any investigation. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties hereto and their respective successors and permitted assigns.

5.4            Access to Agreement; Amendment and Waiver; Actions of the Board. For so long as this Agreement shall be in effect, this Agreement shall be made available for inspection by any Stockholder at the principal executive offices of the Company. Any party may waive in writing any provision hereof intended for its benefit, provided, that, in the case of any waiver by the Company, such waiver is consented to in writing by ZFSG. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. This Agreement may be amended only with the prior written consent of ZFSG and the Company; provided that any amendment to this Agreement that adversely affects any Stockholder in a disproportionate manner shall not be effective against such Stockholder without the prior written consent of such Stockholder. Any consent given as provided in the preceding sentence shall be binding on all parties (subject to the proviso in the preceding sentence). Further, with the prior written consent of ZFSG and the Company, at any time hereafter Permitted Transferees may be made parties hereto, with any such additional parties shall be treated as “Stockholders” for all purposes hereunder, by executing a counterpart signature page in the form attached as Exhibit A hereto, which signature page shall be attached to this Agreement and become a part hereof without any further action of any other party hereto.

5.5            Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed (by first class registered or certified mail, electronic mail, facsimile or postage prepaid), sent by express overnight courier service, or delivered to the applicable party at the respective address indicated below:

If to the Company:

Ategrity Specialty Insurance Company Holdings

West 57th Street, 33rd Floor,

New York, NY 10019

Attn: Eric Crespolini ([***])

With a copy (which shall not constitute notice):

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attention:

Marc Jaffe ([***])

Erika Weinberg ([***])

If to the ZFSG Stockholders:

Zimmer Financial Services Group LLC

West 57th Street, 33rd Floor,

New York, NY 10019

Attention: Jelena Napolitano ([***])

If to any other Stockholder:

At such Person’s address for notice as set forth in the books and records of the Company, or, as to each of the foregoing, at such other address as shall be designated by a party in a written notice to other parties complying as to delivery with the terms of this Section 5.5. All such notices, requests, demands and other communications shall, when mailed, telegraphed or sent, respectively, be effective (i) two days after being deposited in the mail or (ii) one day after being deposited with the express overnight courier service, respectively, addressed as aforesaid.

5.6            Counterparts; Electronic Delivery. This Agreement may be executed in two or more counterparts, and delivered via facsimile, .pdf or other electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

5.7            Remedies; Severability. It is specifically understood and agreed that any breach of the provisions of this Agreement by any party will result in irreparable injury to the other parties, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have, such other parties may enforce their respective rights by actions for specific performance or injunctive relief (to the extent permitted at law or in equity). If any one or more of the provisions of this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein are not to be in any way impaired thereby, it being intended that all of the rights and privileges of the parties be enforceable to the fullest extent permitted by law.

5.8            Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof.

5.9            Termination. This Agreement shall terminate on the earlier of (i) the election of ZFSG, (ii) with respect to each ZFSG Stockholder, such date as the ZFSG Stockholder ceases to hold any Shares or (iii) with respect any Stockholder other than an ZFSG Stockholder, such date as the Stockholder may sell all of its Shares without regard to volume restrictions under Rule 144 under the Securities Act.

5.10            Governing Law. This Agreement is to be construed and enforced in accordance with the laws of the State of Nevada, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

5.11            Successors and Assigns; Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties and the respective successors and assigns of the parties as contemplated herein. Any successor to the Company by way of merger or otherwise must specifically agree to be bound by the terms hereof as a condition of such succession.

5.12            Consent to Jurisdiction; Specific Performance; WAIVER OF JURY TRIAL.

(a)            Each of the parties hereto irrevocably and unconditionally consents to the sole and exclusive jurisdiction of the state and federal courts located in the Eighth Judicial District Court of Clark County, Nevada to resolve all disputes, claims or controversies arising out of or relating to this Agreement or any other agreement executed and delivered pursuant to or in connection with this Agreement or the negotiation, breach, validity, termination or performance hereof and thereof or the transactions contemplated hereby and thereby and agrees that it will not bring any such action in any court other than the federal or state courts located in Eighth Judicial District Court of Clark County, Nevada. Each party further irrevocably waives any objection to proceeding in such courts based upon lack of personal jurisdiction or to the laying of venue in such courts and further irrevocably and unconditionally waives and agrees not to make a claim that such courts are an inconvenient forum. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given as provided in Section 5.5. Each of the parties hereto agrees that its or his submission to jurisdiction and its or his consent to service of process by mail is made for the express benefit of the other parties hereto. The choice of forum set forth in this Section shall not be deemed to preclude the enforcement of any judgment of a Nevada federal or state court, or the taking of any action under this Agreement to enforce such a judgment, in any other appropriate jurisdiction.

(b)            The parties agree that irreparable damage would 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 shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity.

(c)            EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED AND DELIVERED PURSUANT TO OR IN CONNECTION HEREWITH OR THE NEGOTIATION, BREACH, VALIDITY, TERMINATION OR PERFORMANCE HEREOF AND THEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. FURTHER, (I) NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY SUCH ACTION AND (II) NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 5.12. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

5.13            Further Assurances. The parties hereto agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as any other party may reasonably request in order to evidence or effectuate the provisions of this Agreement and to otherwise carry out the intent of the parties hereunder.

5.14            Regulatory Matters. The Company shall and shall cause its subsidiaries to keep the ZFSG Stockholders informed, on a current basis, of any events, discussions, notices or changes with respect to any criminal or regulatory investigation or action involving the Company or any of its subsidiaries, so that the ZFSG Stockholders and their respective Affiliates will have the opportunity to take appropriate steps to avoid or mitigate any regulatory consequences to them that might arise from such investigation or action.

5.15            No Third Party Liability. This Agreement may only be enforced against the named parties hereto. 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 representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto.

5.16            Removal of Legends. The Company shall remove any restrictive legends on any Shares held by any Stockholder promptly upon request by such Stockholder if such legend is not, in the reasonable determination of the Company upon the advice of legal counsel, required to comply with applicable securities laws; provided that the Company may require an opinion of legal counsel reasonably acceptable to the Company prior to any such removal other than in connection with a transfer made pursuant to an effective registration statement.

5.17            Inconsistent Agreements. Neither the Company nor any Stockholder shall enter into any agreement or side letter with, or grant any proxy to, any Stockholder, the Company or any other Person (whether or not such proxy, agreements or side letters are with other Stockholders, holders of Shares that are not parties to this Agreement or otherwise) that conflicts with the provisions of this Agreement or which would obligate such Person to breach any provision of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties are signing this Stockholders Agreement as of the date first set forth above.

[Signature Page to Stockholders Agreement]

[Signature Page to Stockholders Agreement]

[Signature Page to Stockholders Agreement]

EXHIBIT A

Joinder Agreement

By execution of this signature page, [_______________] hereby agrees to become a Party to, and to be bound by the obligations of, and receive the benefits of, that certain Stockholders Agreement, dated as of June 10, 2025, by and among Ategrity Specialty Insurance Company Holdings, a Nevada Corporation, Zimmer Financial Services Group LLC, a Delaware limited liability company, Zimmer Management Services LLC, a Delaware limited liability company, and certain other Parties named therein, as amended from time to time thereafter.

Exhibit 10.4

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of June 10, 2025 is entered into by and between Ategrity Specialty Holdings LLC, a Delaware limited liability company (together with any of its subsidiaries that employ Executive from time to time, the “Company”) and Justin Cohen (the “Executive”), and will become effective, if at all, upon the date of the Company’s initial public offering of stock (“IPO”) pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”).

WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to continue be employed by the Company, on the terms hereinafter set forth.

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

ARTICLE 1

DEFINITIONS

Section 1.01           Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

“Accounting Firm” has the meaning set forth in Section 12.10(b).

“Affiliate” means any Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with the Company. For purposes hereof, (a) “Control” means the ownership, directly or indirectly, of (i) in the case of a corporation, Voting Securities (as defined below) representing 50% or more of the total voting power or value of all the then outstanding Voting Securities of such corporation or (ii) in the case of a partnership, limited liability company, association or other business entity (“Business Entity”), 50% or more of the partnership or other similar ownership interest of such Business Entity; and (b) “Voting Security” means any security of a corporation which carries the right to vote generally in the election of directors. For purposes of the definition of “Control,” (x) a Person will be deemed to have a 50% or more ownership interest in a Business Entity if such Person is allocated 50% or more of Business Entity gains or losses or controls the managing director or member or general partner of such Business Entity; and (y) “Controlling” and “Controlled” have meanings correlative thereto.

“Base Salary” has the meaning set forth in Section 4.01.

“Board” means the Board of Managers of the Company.

“Cause” means (a) theft, embezzlement, dishonesty, fraud or breach of fiduciary duty by the Executive with respect to the Company or its Affiliates; (b) willful misconduct or gross negligence in the performance of the Executive’s duties; (c) the commission by the Executive of any felony or any crime involving moral turpitude; (d) violation of any applicable local, state or federal law or regulation affecting the Company in any material respect, as determined by the Company and the Board; (e) willful or prolonged absence from work by the Executive (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Executive to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (f) continued and habitual use of alcohol or drugs by the Executive to an extent which impairs the Executive’s performance of his duties; (g) the Executive’s use of illegal drugs; or (h) a material breach by the Executive of this Agreement or the Company’s code of conduct or other similar written policy. Cause shall not exist with respect to items (b), (e), (f) or (g) unless and until Executive has been given written notice specifying in detail the circumstances giving rise to the alleged cause.

“Code” has the meaning set forth in Section 12.09.

“Confidential Information” means information of the Company or its affiliates, whether in graphic, written, electronic or oral form, including without limitation information relating to the Company’s business, strategies, designs, products, services and technologies and any derivatives, improvements and enhancements relating to any of the foregoing, or to the Company’s suppliers, customers or business partners. Confidential Information may be identified at the time of disclosure as confidential or proprietary or information which by its context would reasonably be deemed to be confidential or proprietary. “Confidential Information” may also include, without limitation, business and financial information, including without limitation, purchasing, procurement, manufacturing, customer lists, information relating to investors, employees, business and contractual relationships, business forecasts, sales and merchandising, business and marketing plans, product plans, and business strategies, including without limitation information the Company provides regarding third parties, such as, but not limited to, suppliers, customers, employees, investors, or vendors; and any other information, to the extent such information contains, reflects or is based upon any of the foregoing Confidential Information. “Confidential Information” may also include information of a third party that is disclosed to the Executive by the Company or such third party at the Company’s direction.

“Date of Termination” has the meaning set forth in Section 5.06.

“Employment Period” has the meaning set forth in Section 2.01.

“Intellectual Property” has the meaning set forth in Section 7.01.

“Notice of Termination” has the meaning set forth in Section 5.05.

“Nonsolicitation Period” has the meaning set forth in Section 9.02.

“Permanent Disability” means those circumstances where the Executive is unable to continue to perform the usual customary duties of his assigned job or as otherwise assigned in accordance with the provisions of this Agreement for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Executive (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, an estate, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Reimbursable Expenses” has the meaning set forth in Section 4.04.

“Severance Amount” has the meaning set forth in Section 5.02.

“Target Amount” has the meaning set forth in Section 4.02.

ARTICLE 2

EMPLOYMENT

Section 2.01           Employment. The Company shall continue to employ the Executive, and the Executive shall accept continued employment with the Company, for the period beginning on the Effective Date and ending as provided in Section 5.01 (the “Employment Period”); provided, however, that this Agreement is expressly conditioned upon the IPO closing before December 31, 2025, and will be null and void if this condition is not satisfied.

ARTICLE 3

POSITION AND DUTIES

Section 3.01           Position and Duties. During the Employment Period, the Executive shall continue to serve as Chief Executive Officer of the Company. The Executive shall have such responsibilities, powers and duties as may from time to time be prescribed by the Board; provided that such responsibilities and duties are substantially consistent with those customarily assigned to individuals serving in comparable positions at comparable companies or are reasonably required by the conduct of the business of the Company. During the Employment Period, the Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive (a) may serve as a director, trustee or officer of not-for-profit corporations and entities, including without limitation charitable organizations, and (b) subject to the prior written approval of the Board, may serve as a director, trustee or officer of other for-profit corporations and entities or engage in other outside activities, and the Board is deemed to have approved of any outside board position that the Executive holds as of the Effective Date that has previously been disclosed to or is known by the Company or its Affiliates or to the chairman of the Board; provided in each case, to the extent that such service and activities do not conflict with the business of the Company and its Affiliates.

ARTICLE 4

BASE SALARY AND BENEFITS

Section 4.01           Base Salary. During the first twelve months of the Employment Period, the Executive’s base salary will be $70,000 per annum and shall increase to $200,000 per annum commencing on the first anniversary of the Effective Date. Such annual base salary shall be paid in accordance with the customary payroll practices of the Company, shall be pro-rated for partial years of employment and shall be reviewed (and may be adjusted) from time to time by the Board (such annual base salary, as it may be adjusted from time to time, the “Base Salary”). The Base Salary will be payable semi-monthly.

Section 4.02           Bonuses. In addition to the Base Salary, the Executive may be eligible for discretionary annual bonus compensation or participation in an annual bonus plan on terms and conditions, including as to target award level (if any) and applicable performance conditions as may be set forth from time to time by the Board. Any annual bonus payable to the Executive shall be paid no later than the date on which annual bonuses are paid to other Company executives, and in no event later than March 15 of the year following the calendar year to which the annual bonus relates.

Section 4.03           Benefits. In addition to the Base Salary and any bonuses payable to the Executive pursuant to this Agreement, the Executive shall be entitled to, subject to commercial availability on reasonable terms, benefits under any plan or arrangement available generally for the senior executive officers of the Company, as set forth from time to time in the applicable plan documents and as may be amended by the Company from time to time.

Section 4.04           Expenses. The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses (“Reimbursable Expenses”), subject to the Company’s requirements with respect to reporting and documentation of expenses.

Section 4.05           Indemnification; D&O Insurance. The Company shall defend and indemnify the Executive for any claims brought against him arising out of or relating to, directly or indirectly, his employment with the Company to the fullest extent permitted by law, in accordance with the Company by-laws, including following any termination of the Executive with respect to his conduct or other circumstances occurring prior to such termination. The Company shall ensure the Executive is covered by the Company’s directors’ and officers’ liability insurance policy (or policies) during the Employment Period and thereafter to the extent such policy (or policies) are maintained and cover other Company directors and officers.

ARTICLE 5

TERM AND TERMINATION

Section 5.01           Term. The Employment Period will terminate on the second (2nd) anniversary of the Effective Date; provided, however, that (a) the Employment Period shall terminate prior to such date upon the Executive’s death or Permanent Disability, and (b) the Employment Period may be terminated by the Company or the Executive for any reason prior to such date. In addition, this Agreement will be automatically extended on the same terms and conditions for successive one-year periods following the original term until either the Company or the Executive, at least sixty (60) days prior to the expiration of the original term or any extended term, shall give written notice of its or his intention not to renew the Agreement (“Notice of Non-Renewal”).

Section 5.02           Payments Upon Termination. If the Employment Period shall terminate for any reason, then the Executive (or the Executive’s estate, in the event of his death) shall be entitled to receive his Base Salary, employee benefits earned through the date of termination of employment and reimbursement of all Reimbursable Expenses incurred by the Executive prior to such date of termination submitted with reasonable documentation in a timely manner in accordance with the Company’s policies (the amounts in this Section 5.02 collectively, the “Accrued Obligations”).

Section 5.03           Termination without Cause. Except as otherwise provided in Sections 9.01 and 12.09, if the Employment Period shall be terminated by the Company pursuant to Section 5.01 without Cause (such terminations are collectively referred to as “Termination without Cause”), in addition to the Accrued Obligations, the Executive shall be paid (except as provided in Section 5.04 below) an amount equal to twelve (12) months of the Base Salary (the “Severance Amount”); provided, however, that the Executive’s entitlement to the amounts set forth in this Section 5.03 shall be subject to the Executive’s continued compliance with the provisions of Sections 6.01, 7.01, 8.01, 9.01 and 9.02 and the Executive’s execution and non-revocation of a general release of claims in customary form and reasonably satisfactory to the Company, on or before the date that is thirty (30) days following the Date of Termination, provided that if such 30-day period spans two taxable years, payment will be made in the second taxable year, in accordance with Section 409A of the Code. Subject to Section 12.09 below, such amount will be paid in a number of equal monthly installments equal to the number of months of Base Salary due, the first of which to be paid on the date that is two (2) months following the Date of Termination. For purposes of this Agreement, a Notice of Non-Renewal given by the Company pursuant to Section 5.01 shall not constitute a Termination without Cause.

Section 5.04           Benefits. Except as otherwise required by mandatory provisions of law, all of the Executive’s rights to fringe and other benefits under this Agreement or otherwise, if any, will cease upon the termination of the Employment Period.

Section 5.05           Notice of Termination and Opportunity to Cure. Any termination by the Company for Permanent Disability or Cause or without Cause or by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the date the termination is to take effect (consistent with the terms of this Agreement), the specific termination provision in this Agreement relied upon and, for a termination for Permanent Disability or for Cause, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision indicated. Upon the delivery of the Notice of Termination for Cause or Permanent Disability, Executive shall have a period of thirty (30) days from and after the receipt by the Executive of a Notice of Termination to cure the circumstances giving rise to the termination; provided such facts and circumstances giving rise to the termination are capable of being cured and do not relate to malfeasance or fraudulent acts of the Executive.

Section 5.06           Date of Termination. “Date of Termination” shall mean (a) if the Employment Period is terminated as a result of a Permanent Disability, five (5) days after a Notice of Termination is given, (b) if the Employment Period is terminated by the Executive, the date specified in the Notice of Termination consistent with the terms hereof which shall be no sooner than sixty (60) days following delivery of such notice (which notice period may be waived by the Company, in which case the Date of Termination will be such earlier date as the Company may determine), (c) if the Employment Period terminates due to expiration of the term of this Agreement (including pursuant to a Notice of Non-Renewal), the date the term expires, and (d) if the Employment Period is terminated for any other reason (including for Cause), the date designated by the Company in the Notice of Termination, subject to Section 5.05.

ARTICLE 6

CONFIDENTIAL INFORMATION

Section 6.01           Nondisclosure and Nonuse of Confidential Information. The Executive acknowledges the confidential and secret character of Confidential Information, and agrees that the Confidential Information is the sole, exclusive and valuable property of the Company. Accordingly, the Executive will not use at any time during or after the Employment Period any Confidential Information, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance of duties and will not disclose all or any part of the Confidential Information in any form to any third party, either during or after the Employment Period, without the prior written consent of the Company on a case-by-case basis. Under all circumstances and at all times, the Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive understands that the Executive’s obligations of nondisclosure with respect to Confidential Information shall not apply to information that the Executive can establish by competent proof (x) was actually in the public domain at the time of disclosure or enters the public domain following disclosure other than as a result of a breach of this Agreement, (y) is already in the Executive’s possession without breach of any obligations of confidentiality at the time of disclosure by the Company as shown by the Executive’s files and records immediately prior to the time of disclosure, or (z) is obtained by the Executive from a third party not under confidentiality obligations and without a breach of any obligations of confidentiality. If the Executive becomes compelled by law, regulation (including without limitation the rules of any applicable securities exchange), court order, or other governmental authority to disclose the Confidential Information, the Executive shall, to the extent possible and permissible under applicable law, first give the Company prompt notice. The Executive agrees to cooperate reasonably with the Company in any proceeding to obtain a protective order or other remedy. If such protective order or other remedy is not obtained, the Executive shall only disclose that portion of such Confidential Information required to be disclosed, in the opinion of the Executive’s legal counsel. The Executive shall request that confidential treatment be accorded such Confidential Information, where available. Compulsory disclosures made pursuant to this section shall not relieve the Executive of his obligations of confidentiality and non-use with respect to non-compulsory disclosures. The Executive understands that nothing herein is intended to or shall prevent the Executive from (i) communicating directly with, cooperating with, or providing information to, or receiving financial awards from, any federal, state or local government agency, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission, or the U.S. National Labor Relations Board, without notifying or seeking permission from the Company, (ii) exercising any rights the Executive may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, or (iii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that the Executive has reason to believe is unlawful. The Executive shall promptly notify the Board if the Executives learn of any possible unauthorized use or disclosure of Confidential Information and shall cooperate fully with the Company to enforce its rights in such information.

Section 6.02           Defend Trade Secrets Act Notice of Immunity Rights. The Executive acknowledges that the Company has provided the Executive notice of the Executive’s immunity rights under the U.S. Defend Trade Secrets Act, which states: “(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) does not disclose a trade secret, except pursuant to court order.”

Section 6.03           Property of the Company. The Executive acknowledges and agrees that all notes, memoranda, reports, drawings, blueprints, manuals, materials, data, emails and other papers and records of every kind, or other tangible or intangible materials which shall come into the Executive’s possession in the course of the Executive’s employment with the Company, relating to any Confidential Information, shall be the sole and exclusive property of the Company and the Executive hereby assigns any rights or interests the Executive may obtain in any of the foregoing to the Company. The Executive further agrees that any property situated on the Company’s data systems or on the Company’s premises and owned by the Company, including without limitation electronic storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice.

ARTICLE 7

INTELLECTUAL PROPERTY

Section 7.01           Ownership of Intellectual Property. In the event that the Executive as part of his activities on behalf of the Company or its Affiliates generates, authors or contributes to any invention, design, new development, device, product, method of process (whether or not patentable or reduced to practice or comprising Confidential Information), any copyrightable work (whether or not comprising Confidential Information) or any other form of Confidential Information relating directly or indirectly to the business of the Company or its Affiliates as now or hereinafter conducted (collectively, “Intellectual Property”), the Executive acknowledges that such Intellectual Property is the sole and exclusive property of the Company and its Affiliates and hereby assigns all right title and interest in and to such Intellectual Property to the Company and its Affiliates. Any copyrightable work prepared in whole or in part by the Executive during the Employment Period will be deemed “a work made for hire” under Section 201(b) of the United States Copyright Act of 1976, as amended, and the Company and its Affiliates will own all of the rights comprised in the copyright therein. The Executive will promptly and fully disclose all Intellectual Property and will cooperate with the Company and its Affiliates to protect the interests of the Company and its Affiliates in and rights to such Intellectual Property (including providing reasonable assistance in securing patent protection and copyright registrations and executing all documents as reasonably requested by the Company or its Affiliates, whether such requests occur prior to or after termination of Executive’s employment hereunder).

ARTICLE 8

DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT

Section 8.01           Delivery of Materials upon Termination of Employment. As requested by the Company, from time to time and upon the termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all property of the Company and its Affiliates in the Executive’s possession or within his control, including, without limitation, all copies and embodiments, in whatever form or medium, of all Confidential Information or Intellectual Property (including written records, notes, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information or Intellectual Property), irrespective of the location or form of such property and, if requested by the Company, will provide the Company with written confirmation that all such property has been delivered to the Company.

ARTICLE 9

NONCOMPETITION AND NONSOLICITATION

Section 9.01           Noncompetition. The Executive acknowledges that during his employment with the Company, he will become familiar with Confidential Information concerning the Company, its subsidiaries and their respective predecessors, and that his services will be of special, unique and extraordinary value to the Company. The Executive hereby agrees that any time during the Employment Period and for a period of twelve (12) months after the termination of the Executive’s employment for any reason, he will not directly or indirectly own, manage, control, participate in, consult with, render services for or in any manner engage in any activity competing with the business of the Company or its Affiliates (which, for reference, as of the date hereof is initially and primarily focused on the excess and surplus lines insurance markets) or its subsidiaries as such business exists as of the Date of Termination, within any geographical area in which the Company or its subsidiaries engage in such business. It shall not be considered a violation of this Section 9.01 for the Executive to be a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the management or operation of such corporation. The preceding notwithstanding, in the event of a termination by the Company Without Cause or as a result of Executive’s resignation, the Company shall have the right, in its sole discretion, to reduce the twelve-month noncompetition period. In the event of such reduction, the Severance Amount due to the Executive under Section 5.03(a) shall be correspondingly reduced to match the actual noncompetition period (but shall in no event equal less than three (3) months of Base Salary in the event of a termination by the Company Without Cause).

Section 9.02           Nonsolicitation. The Executive acknowledges that during his employment with the Company, he will become familiar with Confidential Information concerning the Company, its Affiliates and their respective predecessors, and that his services will be of special, unique and extraordinary value to the Company. The Executive hereby agrees that (a) during the Employment Period and for a period of twenty four (24) months after the date of termination of employment (the “Nonsolicitation Period”) the Executive will not, directly or indirectly, (i) induce or attempt to induce any employee of the Company or its Affiliates to leave the employ of the Company or its Affiliates or (ii) on his own behalf or on behalf of any other Person, hire any employee of the Company or its Affiliates, and (b) during the Nonsolicitation Period, the Executive will not induce or attempt to induce any customer, supplier, client, insured, reinsured, reinsurer, broker, agent, licensee or other business relation of the Company or its Affiliates to cease doing business with the Company or its Affiliates.

Section 9.03           Enforcement. If a court of competent jurisdiction holds that any provision of the restrictive covenants contained in Section 9.01 or 9.02 (including duration or scope) are unreasonable under circumstances then existing, the parties agree that the maximum duration and scope reasonable under such circumstances will be substituted for the stated duration or scope and that the court will be permitted to revise the restrictions contained in this Article 9 to cover the maximum scope and duration permitted by law.

ARTICLE 10

EQUITABLE RELIEF

Section 10.01         Equitable Relief. The Executive acknowledges that (a) the covenants contained herein are reasonable, (b) the Executive’s services are unique, and (c) a breach or threatened breach by him of any of his covenants and agreements with the Company and its Affiliates contained in Sections 6.01, 7.01, 8.01, 9.01 or 9.02 could cause irreparable harm to the Company or its Affiliates for which they would have no adequate remedy at law. Accordingly, and in addition to any remedies which the Company and its Affiliates may have at law, in the event of an actual or threatened breach by the Executive of his covenants and agreements contained in Sections 6.01, 7.01, 8.01, 9.01 or 9.02, the Company and its Affiliates shall have the absolute right to apply to any court of competent jurisdiction for such injunctive or other equitable relief as such court may deem necessary or appropriate in the circumstances.

ARTICLE 11

EXECUTIVE REPRESENTATIONS

Section 11.01         Executive Representations. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other Person that affects his right or ability to perform the duties contemplated by this Agreement, (c) the Executive did not, while working for any employer other than the Company: solicit his fellow employees to leave their employment and work with him at the Company; or solicit clients, or potential clients, of such employer, for the Company; or take any type of information that is proprietary information of such employer, and (d) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with its terms.

ARTICLE 12

MISCELLANEOUS

Section 12.01         Remedies. The Company will have all rights and remedies set forth in this Agreement, all rights and remedies which the Company has been granted at any time under any other agreement or contract and all of the rights which the Company has under any law. The Company will be entitled to enforce such rights specifically, without posting a bond or other security, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. There are currently no disciplinary or grievance procedures in place, there is no collective agreement in place, and there is no probationary period.

Section 12.02         Consent to Amendments. The provisions of this Agreement may be amended or waived only by a written agreement executed and delivered by the Company and the Executive. No other course of dealing between the parties to this Agreement or any delay in exercising any rights hereunder will operate as a waiver of any rights of any such parties.

Section 12.03         Successors and Assigns. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; provided that the Executive may not assign his rights or delegate his obligations under this Agreement without the written consent of the Company.

Section 12.04         Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

Section 12.05         Counterparts. This Agreement may be executed simultaneously in two counterparts, any one of which need not contain the signatures of more than one party, but all of which counterparts taken together will constitute one and the same agreement.

Section 12.06         Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 12.07         Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and shall be delivered personally by hand, by electronic transmission (with a copy following by hand or by overnight courier), by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier service (charges prepaid). Communications delivered personally by hand shall be deemed received on the date when delivered personally to the recipient; communications sent by electronic means shall be deemed received one (1) business day after the sending thereof; communications sent by registered or certified mail shall be deemed received four (4) business days after the sending thereof; and communications delivered by overnight courier shall be deemed received one (1) business day after the date when sent to the recipient. Such notices, demands and other communications will be sent to the Executive and to the Company at the addresses set forth below.

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

Section 12.08         Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

Section 12.09         Section 409A. It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) (and any regulations and guidelines issued thereunder), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A or Section 457A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 12.09 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A and Section 457A of the Code.

Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account the applicable provisions of Treasury Regulation Section 1.409A-1(b)(9)(iii)), the portion, if any, of such payment so required to be delayed shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no case will compliance with this Section by the Company constitute a breach of the Company’s obligations under this Agreement. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company.

With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 12.10         Excess Parachute Payments.

(a)            Notwithstanding any other provision of this Agreement, in the event that the amount of payments or other benefits payable to the Executive under this Agreement (including, without limitation, the acceleration of any payment or the accelerated vesting of any payment or other benefit), together with any payments, awards or benefits payable under any other plan, program, arrangement or agreement maintained by the Company or one of its Affiliates, would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code), the payments under Section 5.03 of this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Executive under this Agreement constitutes an “excess parachute payment” (within the meaning of Section 280G of the Code); provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account federal, state, local or other income, employment and excise taxes) to which the Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account federal, state, local or other income, employment and excise taxes) to the Executive resulting from the receipt of such payments with such reduction.

(b)            All determinations required to be made under this Section 12.10, including whether a payment would result in an “excess parachute payment” and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting, financial services or other professional services firm or other Person designated by the Company (the “Accounting Firm”) which shall provide supporting calculations both to the Company and the Executive as requested by the Company or the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company. Absent manifest error, all determinations made by the Accounting Firm under this Section 12.10 shall be final and binding upon the Company and the Executive.

Section 12.11         No Third Party Beneficiary. This Agreement will not confer any rights or remedies upon any person other than the Company and its Affiliates, the Executive and their respective heirs, executors, successors and assigns.

Section 12.12         Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereof.

Section 12.13         Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The use of the word “including” in this Agreement means including without limitation and is intended by the parties to be by way of example rather than limitation.

Section 12.14         Survival. Sections 5.02, 5.03, 6.01, 7.01, 8.01 and Articles 9, 10, 11 and 12 will survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.

Section 12.15         GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Section 12.16         Jurisdiction. The parties agree to the nonexclusive jurisdiction of the federal and state courts situated in New York, New York, for the resolution of any dispute excluded from mandatory arbitration under Section 12.17.

Section 12.17         Arbitration. Except as excluded herein below, any controversy, dispute or claim arising out of or relating to this Agreement, or breach thereof, or the Executive’s employment with or termination of employment from the Company (each, a “Covered Claim”) shall be resolved by final and binding arbitration administered by JAMS. The arbitration shall be conducted by a single, neutral arbitrator, pursuant to JAMS’s Employment Arbitration Rules & Procedures, available at https://www.jamsadr.com/rules-employment-arbitration/English, as in effect at the time of the initiation of arbitration, which the Company will provide to the Executive upon reasonable request, in New York, New York. Notwithstanding anything in this Agreement to the contrary, the arbitration provisions of this Agreement shall be governed by and enforceable pursuant to the Federal Arbitration Act, and, in all other respects, the arbitrator shall apply the substantive laws of New York or applicable Federal law, with the same statutes of limitation and available remedies that would apply if the claims were brought in a court of law of competent jurisdiction. The costs unique to arbitration, including the arbitration administrative fees, arbitrator compensation and expenses, and any costs of any witnesses call by the arbitrator, that would not be incurred in a court proceeding shall be borne by the Company. Unless otherwise ordered by the arbitrator under applicable law, the Company and the Executive shall each bear its, their, his, or his own expenses, such as expert witness fees, filing fees, and attorneys’ fees and costs. Nothing herein shall prevent the Company or the Executive from seeking a statutory award of reasonable attorneys’ fees and costs under applicable law. THE COMPANY AND THE EXECUTIVE RECOGNIZE THAT, BY AGREEING TO ARBITRATE THEIR DISPUTES, EACH WAIVE ITS, THEIR, HIS, OR HER RIGHT TO A TRIAL BY JURY OF ANY COVERED CLAIM. THE COMPANY AND THE EXECUTIVE WAIVE ITS, THEIR, HIS, OR HER RIGHT TO BRING ANY COVERED CLAIM AS PART OF OR IN CONNECTION WITH A CLASS OR COLLECTIVE ACTION. Notwithstanding the foregoing, this Section shall not preclude either party from seeking a temporary restraining order or a preliminary injunction from a court of competent jurisdiction if such relief is not available in a timely fashion through arbitration. Further, this arbitration agreement shall not apply to: (a) claims for unemployment and workers’ compensation benefits; (b) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Executive elects to arbitrate such disputes; (c) claims arising under the National Labor Relations Act or which are brought before the National Labor Relations Board; (d) claims brought before the Equal Employment Opportunity Commission or similar state or local agency, if the Executive is required to exhaust the Executive’s administrative remedies; provided, that any appeal from an award or denial of an award by any such agency or any further action upon receipt of a right-to-sue letter shall be arbitrated pursuant to the terms of this Agreement; and (e) any other claim, which by law cannot be subject to mandatory arbitration.

[Signature Page Follows]

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

[Signature Page to Cohen Employment Agreement]