b'TABLE OF CONTENTSThe business combination agreement required the SPAC to have at closing at least $450 million in cash, including funds in its trust account and the proceeds from any equity financings after giving effect to any redemptions. In connection with the business combination, the SPAC obtained commitments for an approximately $703.85 million PIPE, including a $500 million commitment from State Farm. Following the transaction, the Hagerty family were expected to own approximately 52% of the combined company, Markel Corporation (an outside investor in Hagerty) was expected to own 22% of the combined company, State Farm was expected to own 15% of the combined company, the SPACs public stockholder were expected to own 4% of the combined company, the SPAC sponsor was expected to own 1% of the combined company, and the PIPE investors (other than State Farm and Markel) were expected to own 6% of the combined company.As of the date of this publication, Hagertys stock price was approximately $15.00 per share and the company had a market capitalization of approximately $5.0 billion.MAYER BROWN |33'