EX-99.3 13 fs42020a2ex99-3_insuacq2.htm FORM OF PROXY CARD

Exhibit 99.3

 

PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION

 

PROXY CARD

 

INSU ACQUISITION CORP. II

2929 Arch Street, Suite 1703

Philadelphia, PA 19104-2870

(215) 701-9555

 

YOUR VOTE IS IMPORTANT

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE SPECIAL MEETING OF STOCKHOLDERS OF INSU ACQUISITION CORP. II

TO BE HELD ON [--------------], 2021

 

The undersigned, revoking any previous proxies, hereby acknowledges receipt of the Notice and Proxy Statement/Prospectus (the “Proxy Statement”), and hereby appoints John Butler and Daniel Cohen, and each of them independently, with full power of substitution, as proxies to vote the shares that the undersigned is entitled to vote (the “Shares”) at the special meeting of stockholders of INSU Acquisition Corp. II (the “Company”) to be held virtually on [--------------], 2021, at [----] A.M., Eastern Time, and at any adjournments and/or postponements thereof. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the Proxy Statement and in the proxies’ discretion on such other matters as may properly come before the special meeting or any adjournment or postponement thereof. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Proxy Statement.

 

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTIONS ARE GIVEN AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, 3, 4, 5, 6 AND 9, AND “FOR” EACH OF THE DIRECTORS SET FORTH IN PROPOSALS 7 AND 8.

 

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR” PROPOSAL 1 (THE MERGER PROPOSAL), “FOR” EACH OF PROPOSALS 2 AND 3 (THE CHARTER PROPOSALS), “FOR” PROPOSAL 4 (THE NASDAQ PROPOSAL), “FOR” PROPOSAL 5 (THE INCENTIVE PLAN PROPOSAL), “FOR” PROPOSAL 6 (THE ESPP PROPOSAL), “FOR” THE ELECTION OF EACH OF THE DIRECTORS IN PROPOSAL 7 (THE EXISTING DIRECTOR ELECTION PROPOSAL), “FOR” THE ELECTION OF EACH OF THE DIRECTORS IN PROPOSAL 8 (THE BUSINESS COMBINATION DIRECTOR ELECTION PROPOSAL), AND “FOR” PROPOSAL 9 (THE ADJOURNMENT PROPOSAL).

 

The Merger Proposal is conditioned on the approval of Proposal 2 and the Nasdaq Proposal. (1) Proposal 2 is conditioned on the approval of the Merger Proposal and the Nasdaq Proposal, (2) each of Proposal 3, the Incentive Plan Proposal, THE espp pROPOSAL and the Business Combination Director Election Proposal is conditioned on the approval of the Merger Proposal, Proposal 2 and the Nasdaq Proposal, AND (3) the Nasdaq Proposal is conditioned on the Merger Proposal and Proposal 2. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. IF either the Merger Proposal or the Nasdaq Proposal is not approved, or if any other proposal is not approved and the company and METROMILE, inc. do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated.

 

PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD AS SOON AS POSSIBLE.

 

  SEE REVERSE SIDE

 

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 9.

 

Please mark vote as indicated in this example

                 
1.   The Merger Proposal - To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of November 24, 2020, by and among the Company, INSU II Merger Sub Corp., and MetroMile, Inc. (as amended, the “Merger Agreement”), and the transactions contemplated thereby (the “Merger”).  

FOR

 

AGAINST

 

ABSTAIN

         
2.   Proposal 2 - To approve an amendment to the Company’s current amended and restated certificate of incorporation to increase the number of authorized shares of common stock.  

FOR

 

AGAINST

 

ABSTAIN

                 
3.   Proposal 3 - To approve an amendment to the Company’s current amended and restated certificate of incorporation to provide for (i) reclassification of the Company’s Class A common stock as common stock, (ii) authorization of the issuance of up to 10,000,000 shares of “blank check” preferred stock, (iii) the creation of an additional class of directors so that there will be three classes of directors with staggered terms of office, and make certain related changes, and (iv) additional changes, principally including changing the Company’s corporate name from “INSU Acquisition Corp. II” to “Metromile, Inc.” and removing provisions applicable only to special purpose acquisition companies.  

FOR

 

AGAINST

 

ABSTAIN

         
4.   The Nasdaq Proposal - To approve (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the Company’s issued and outstanding common stock and the resulting change of control in connection with the Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 19,500,000 shares of common stock in connection with the PIPE Investment, upon the completion of the Merger.  

FOR

 

AGAINST

 

ABSTAIN

         
5.   The Incentive Plan Proposal - To adopt the Metromile, Inc. 2021 Equity Incentive Plan, including the authorization of the initial share reserve thereunder.  

FOR

 

AGAINST

 

ABSTAIN

                 
6.   The ESPP Proposal – To adopt an employee stock purchase plan, including the authorization of the initial share reserve thereunder.  

FOR

 

AGAINST

 

ABSTAIN

 

7.   The Existing Director Election Proposal - To elect the following directors to serve on the board of directors of the Company as Class I directors until the earlier of the effective time of the Merger and the consummation of the business combination (the “Effective Time”) and the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death:
         
    Daniel G. Cohen   FOR   WITHHOLD    
             
         
    John C. Chrystal   FOR   WITHHOLD    
             
         
8.   The Business Combination Director Election Proposal - To elect two Class I directors, two Class II directors and two Class III directors, effective as of and contingent upon the Effective Time, to serve on the board of directors of the Company until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death:
         
    Class I - 2022 annual meeting of stockholders    
    Colin Bryant   FOR   WITHHOLD    
             
                 
    Vikas Singhal   FOR   WITHHOLD    
             
                 
    Class II - 2023 annual meeting of stockholders    
    David Friedberg   FOR   WITHHOLD    
             
                 
    Ryan Graves   FOR   WITHHOLD    
             

 

 

 

 

    Class III - 2024 annual meeting of stockholders    
    Betsy Z. Cohen   FOR   WITHHOLD    
             
    Dan Preston   FOR   WITHHOLD    
             
         
9.   The Adjournment Proposal - To approve the adjournment of the special meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Existing Director Election Proposal and/or the Business Combination Director Election Proposal.  

FOR

 

AGAINST

 

ABSTAIN

 

    MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT            
         
    PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY. ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED.            

 

  Date: _____________________________, 2021
   
   
  Stockholder’s Signature
   
   
  Stockholder’s Signature
   
  Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.