EXHIBIT E- Membership Agreement - To Be Signed By The Member - Membership Circular Articles + Exhibits

For Businesses

For Brokers

Benefits

Our Story

Get Started

EXHIBIT E- Membership Agreement - To Be Signed By The Member

Aug 26, 2024

CHARTER PARTNERS RISK SERVICES, INC.

MEMBERSHIP AGREEMENT

This Agreement is made as of the day of , 20___, by and between Charter Partners Risk Services, Inc., a Vermont mutual benefit company (the "Company") organized to act as the sponsor of and to participate as a protected cell corporation within Cooperative Partnership Insurance Company (the “Sponsored Captive”), with a principal place of business at 30 Main Street, Suite 330, Burlington, Vermont 05401, and [Member Company Name], a [Type of Entity] (and a member of the [Industry Pod Name] Industry Pod), with a principal place of business at [Member Company Address] (the "Member").

In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

Surplus Contribution

(a) The Member has conducted its own independent inquiry and investigation of the tax consequences resulting from, and relies thereon and not on the Company's analysis, the contribution of surplus to and participation in the Company;

(b) The Member hereby agrees that it (i) already made a surplus contribution to the Company in an amount equivalent to fifteen percent (15%) of its first year’s annualized premium or (ii) will pay an amount equivalent to fifteen percent (15%) of its first year’s annualized premium as a surplus contribution to the Company. In the event the Member has not already paid its surplus contribution, the undersigned encloses herewith a check, bank draft or money order in the above stated amount made payable to the Company.

ARTICLE II

Representations and Warranties

1. Representations and Warranties. The undersigned Member acknowledges that the Company and the Member are entering into this Agreement in express reliance upon the representations, warranties and acknowledgements herein and in express reliance upon the execution, delivery and performance of this Agreement by the Member. The Member hereby represents and warrants as follows, which representations and warranties shall survive the Company's acceptance hereof:

(a) The Member has been accepted for participation in the Company by Charter Partners USA, Inc. (“Charter Partners”);

(b) The Member has been provided access by the Company to all information regarding the Company necessary to evaluate the merits and risks associated with membership including, but not limited to, the Company's Information Circular, Amended and Restated Articles of Incorporation and Bylaws, and the Business Plan of the Sponsored Captive, which reinsures on behalf of the Company various insurance policies issued by traditional insurers (the “Primary Insurers”) to the Company’s Members (the “Reinsurance Program”).

The Member has reviewed such documents carefully, and other documents relevant to membership. The Member has had an opportunity to ask questions of, and receive answers from, persons acting on behalf of the Company to verify the accuracy and completeness of all information set forth therein. The Member has sought its own professional, legal and financial advice regarding the suitability of participation in the Company; and (c) The Member has the full power and authority to execute, deliver and perform this Membership Agreement and to make the surplus contribution as described above. The execution and delivery of this Agreement have been authorized by all necessary action on behalf of the Member and is a valid and binding agreement of the Member, enforceable in accordance with its term.

2. Acknowledgements. The Member acknowledges and agrees as follows: (a) Membership interests in the Company, to the extent they would be deemed to be securities, have not been and will not be registered under the Federal Securities Act of 1933 or any state's securities law;

(b) Membership interests are generally not transferable;

(c) Neither the Securities and Exchange Commission, nor any other regulatory authority, commission or agency of the government of the United States or of any state or political subdivision thereof, has passed upon the adequacy or accuracy of the information provided to the Member in connection with its participation in the Company;

(d) During the period of time that the Member is a member of the Company, the Member agrees to fully comply with and be bound by the Company's Amended and Restated Articles of Incorporation and Bylaws and such other agreements and documents as may be required or advisable to effect the transactions contemplated herein and therein; and

(e) Whenever the Member ceases to participate in the Reinsurance Program, the Member shall have no further rights of any kind whatsoever with respect to its membership in the Company and immediately upon such termination, regardless of when payment, if any, of such Member’s membership account balance is received.

ARTICLE III

Membership Accounts

The Company will keep an account (“Membership Account”) for each Member of the Company. The initial balance of each Member’s Membership Account will be the Member’s surplus contribution paid to the Company in connection with its enrollment. The Account may be credited or debited by the Board of Directors and allocations to a

Membership Account may be based on several factors including overall Company performance, investment income, the Member’s premium in relation to total premium received by the Company, the performance of the particular class in which the Member participates and other factors.

Upon cancellation or termination of Member’s active status as a participant in the Reinsurance Program for any reason, the Company shall pay to the Member the balance in such Member’s Membership Account. The Company agrees to pay any such amount as soon as possible following such termination or cancellation, but the Board of Directors shall retain the sole and absolute discretion to defer such payment based upon the Company’s financial condition and regulatory approval. In the event of payment delay based on either the Company’s financial condition or lack of regulatory approval, the Board of Directors shall have sole discretion to determine whether to pay interest related to such delay and, if so, at what rate.

ARTICLE IV

Election of Directors

Each Member agrees that it shall take all actions necessary to elect as Directors of the Company at least two (2) individuals designated by Charter Partners.

ARTICLE V

Liability of Members The financial liability of each Member of the Company shall be limited to (i) the amount of its required surplus contribution and (ii) the premiums due to the Primary Insurer(s) from such Member under the terms of any insurance policy issued by the Primary Insurer(s) to such Member.

ARTICLE VI

Restrictions on Transfer of Membership

Except as otherwise specifically provided for herein or in the Amended and Restated Bylaws of the Company, neither a membership interest of the Company nor any rights and obligations associated therewith or created by this Agreement shall be sold, assigned, given, encumbered, pledged, mortgaged, hypothecated or otherwise transferred or disposed of by any Member or by the Company, either voluntarily or by operation of law, unless the intended transferee (i) shall have satisfied the requirements for eligibility, financial responsibility, and other conditions and procedures established by the Company’s Amended and Restated Bylaws, this Agreement and the Board of Directors, including, but not limited to, acceptance for participation in the Company by Charter Partners, (ii) shall have been approved by the Board of Directors, (iii) shall have been approved by the Vermont Insurance Commissioner; (iv) shall have executed a counterpart of this Agreement, and (v) shall have assumed in writing, in form and substance satisfactory to the Board of Directors, all outstanding obligations, if any, of the intended transferor to the Company and to any other parties to this Agreement.

For purposes of this Article VI, a change of control of a Member shall be construed as a transfer of the membership interests of such Member, and “change of control” shall mean the transfer of voting control or substantially all of the assets of the Member to a person or entity not related to, affiliated with, or in a substantial ongoing business relationship with the Member. In the event of a change in control where the resulting transfer of membership is not approved by the Board of Directors and the Vermont Insurance Commissioner, such change of control shall constitute a termination for purposes of Article III.

ARTICLE VII

Amendment and Termination

This Agreement may be amended or terminated and, in addition to the requirements of Vermont law, the Company wound up and dissolved, only upon an affirmative vote of a majority of the Members.

ARTICLE VIII

The Company as a Party Upon Execution of this Agreement by the Company, the Company shall become a party to this Agreement and shall have the right and power to directly enforce any of the contractual rights granted to the Company herein. No amendment to this Agreement affecting any such contractual rights shall be effective without approval of the Company.

ARTICLE IX

Miscellaneous

1. Severability; Survival. In the event any provision of this Agreement is determined by judgment or order of a court of competent jurisdiction to be illegal or unenforceable, all other provisions shall remain in full force and effect, and this

Agreement shall not be deemed to be terminated, amended or modified except as specifically adjudged or ordered.

2. Controlling Law. This Agreement shall be governed by Vermont law.

3. Waiver. No waiver or forbearance by any party of any provision of this Agreement shall act as a further waiver of such provision or any other provision of this Agreement, or act as an estoppel of any further enforcement of any provision of this Agreement.

4. this Agreement, whether because such Member ceases to participate in the Reinsurance Program or otherwise, shall not invalidate or affect in any manner this Agreement with respect to the other parties hereto. The parties further agree that any entity that becomes a member of the Company may become a party to this Agreement, and bound by all of its terms and conditions, by signing an appropriate counterpart to this Agreement to that effect, without the signatures of the other parties to this Agreement being required.

5. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Withdrawal and Addition of Parties. The withdrawal of a Member from

6. Notice. All notices, requests, demands or other communication hereunder must be in writing and shall be deemed to have been given if delivered by hand or mailed by first-class registered mail and addressed as follows:

(a) If to the Member:

Tel:

Fax:

______________

(b) If to the Company:

Charter Partners Risk Services, Inc.

Attn: Brenda A. Stewart

30 Main Street, Suite 330

Burlington, VT 05401

Tel: 802-658-9405

Fax: 802-658-0112

IN WITNESS WHEREOF, the undersigned have executed and delivered this