[Schedule 3.2(a)] accurately and completely sets forth the capital structure of each Group Company, including the number of shares of capital stock or other equity interests which are authorized and which are issued and outstanding. All of the Units and any other issued and outstanding shares of capital stock or other equity interests of each Group Company are # except to the extent such concepts are not applicable under the applicable Law of such Group Company’s jurisdiction of incorporation, formation or organization (as applicable) or other applicable Law, duly authorized and validly issued and are fully paid and non-assessable, # are held of record by the Persons and in the amounts set forth on [Schedule 3.2(a)], and (iii) were not issued or acquired by the holders thereof in violation of any Law, contract or the preemptive rights of any Person.

[Schedule 3.2(c)] sets forth the name, owner, jurisdiction of incorporation, formation or organization (as applicable) and percentages of outstanding equity securities owned by each Group Company, with respect to each Person (other than a Group Company) that has issued capital stock or other equity interests owned by such Group Company.

[Schedule 3.11(a)] sets forth a true and complete list of all material Employee Benefit Plans.

[Schedule 3.20(a)] contains a list of # the twenty (20) largest clients or customers, including any insurance companies under any Program Agreement (the “Material Customers”) of the Group Companies (measured by revenue), # the twenty (20) largest insurance carriers for which the Group Companies write policies (measured by revenue) (the “Material Carriers”), and # the twenty (20) largest Vendors (the “Material Vendors”) of the Group Companies (measured by aggregate spend), in each case for the twelve (12) months ended December 31, 2017.

[Schedule 3.21(c)] sets forth a true and complete list of the top 20 Third-Party Agents of the Group Companies based on aggregate dollar amount of production for the twelve (12) month period ending December 31, 2017 (collectively, the “Top Producers”). No Top Producer has # materially reduced the amount of business it transacts with the Group Companies or # given notice to any Group Company in writing that it intends to materially reduce the amount of business it transacts with the Group Companies.

This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant.

[Schedule 1.1(a)] of the Existing Credit Agreement is hereby amended to add the following clause at the beginning of the parenthetical in [section (a)(ii)]:

The Company shall pay the Total Amount Payable of S$255,000 […​…]in accordance with the following schedule of payment:

Vesting Schedule. Except as provided in [Section 5], and subject to [Section 6], the Shares subject to this Award will vest in accordance with the vesting provisions set forth in the Notice of Grant of Restricted Stock Award and Exhibit A. Shares subject to this Award scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this RSA Agreement and Exhibit A, unless Participant has continuously satisfied the Service Condition from the Grant Date until the date such vesting occurs.

This option will become exercisable (“vest”) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 6.25% of the original number of Shares at the end of each successive quarter following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean ​.