ACADEMIC MEDICAL PROFESSIONALS INSURANCE RISK RETENTION GROUP, LLC

AMENDED AND RESTATED OPERATING AGREEMENT

This Amended and Restated Operating Agreement (“Agreement”) is made effective as of the 16th
of December, 2016, by and among Academic Medical Professionals Insurance Risk Retention Group,
LLC, a Vermont limited liability company (the “Company”), and each of the Company’s members (the
“Members”).

Preliminary Statement

A. The Company is successor by merger to Academic Medical Professionals Insurance

Exchange Risk Retention Group (the “Reciprocal”), which merger was effective on or about July 31,
2013. The Reciprocal was organized and began operations in 2007, with AHPIA Solutions, Inc.
(“Solutions”) as attorney-in-fact of each subscriber to the Reciprocal. The Reciprocal was organized as a
Vermont-domiciled captive insurance company qualified as a risk retention group under the Federal
Liability Risk Retention Act, 15 U.S.C. § 3901 et seq. (the “Risk Retention Act”). The Reciprocal was
organized to issue policies of liability insurance, including professional liability insurance, all for the
purpose of stabilizing the cost of professional liability insurance, and the Company has continued such
insurance program as approved by the Vermont Department of Financial Regulation (the “DFR”).

B. This Agreement sets forth the terms and conditions regarding each Member’s
membership in the Company, and with respect to the insurance coverage provided to the Members by the
Company.

C. The Company’s business plan is premised on the underwriting principle that physicians
and allied healthcare providers in the clinical education setting represent a preferred risk. Academic
medicine is also becoming increasingly global in terms of practice and research. The Company’s
underwriting guidelines reflect and incorporate these considerations. At the same time, the Company’s
underwriting guidelines may accommodate the admission of qualified, non-academic medical
professionals and groups to become Members and policyholders of the Company.

Agreement

To implement the foregoing and in consideration of the mutual agreements contained herein, the
parties agree as follows:

1. Membership Interest; Admission as Member.

1.1 Membership Interest. Each Member of the Company will be issued a

membership interest (a “Membership Interest”) with such rights as are set forth in this
Agreement and the governance rules adopted by the Company (the “Governance Rules”).

1.2 [Reserved]

1.3 Admission. A person applying for admission to the Company as a

member/insured (an “Applicant”) will not be admitted as a Member of the Company until such time as all
of the following conditions are satisfied:
 (a) membership in the Company will be limited to persons who meet the Company’s
business plan, as amended by the Company’s board of directors (the “Board”)
from time to time subject to the approval of the DFR, and who are eligible for
membership pursuant to the Vermont captive insurance laws (Chapters 141 and
142 of title 8 of the Vermont Statutes) and the Risk Retention Act;

(b) the Applicant has submitted to the Company all information required in
connection with the underwriting of all risks to be insured by the Company under
a policy issued by the Company (a “Policy”), and the Company accepts the
Applicant for insurance;

(c) the Applicant has paid the applicable Capital Contribution (as defined below);
and

(d) the Applicant has become a party to this Agreement.

1.4 Classes of Membership.

(a) There will be one class of Membership Interest in the Company.

(b) A Member’s class of Membership Interest may be changed, without the approval
of the Member, as provided in the Governance Rules.

1.5 Membership Rights and Privileges. Each Member of the Company will have the
following rights and privileges, in addition to any other rights and privileges established in or pursuant to
this Agreement, the Governance Rules or a Policy issued to the Member:

(a) to make nominations for election to the Board, and to vote in the election of the
members of the Board and with respect to any other matter put to a vote of the
Members;

(b) to receive distributions as may be approved by the Board from time to time in its
sole discretion and subject to the Governance Rules;

(c) to apply for insurance for itself and any other person employed by or associated
with the Member to be insured under a Policy, subject to a determination that the
Member and each such person is eligible to be insured under the Company’s
underwriting criteria, the Member’s payment of all premium due for such Policy,
and the Member’s compliance with all terms and conditions of the Policy, this
Agreement and the Governance Rules;

(d) to attend any meeting of Members in person or by teleconference, and the

Member may appoint a proxy to exercise the Member’s voting rights in
accordance with the Governance Rules, subject to Section 9.6;

(e) to review the Company’s accounts and the general books of the Company during
normal business hours; provided, however, that a Member will not have rights to
review any records maintained by the Company specific to any other Member,
including but not limited to such other Member’s Capital Contribution, and
claims or underwriting information with respect to such other Member and any
persons insured under a Policy issued to such other Member; and

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 (f) to be issued an original Policy, an explanation of the Member’s rights, privileges
and obligations as a Member, and such other information regarding the Company
and its insurance program as the Member may reasonably request from time to
time.

1.6 Member Obligations. Each Member of the Company will have the obligations set forth
in this Section 1.6, in addition to any other obligations established in or pursuant to this Agreement, the
Governance Rules or a Policy issued to the Member.

(a) At all times, the Member will comply with the terms of this Agreement, the
Governance Rules, and any Policy issued to such Member.

(b) If the Member does not timely pay the Member’s insurance premium and the
Company resorts to a collection action to obtain payment, the Company will be
entitled to interest and reasonable attorney’s fees incurred by the Company in
prosecuting such action, provided that the Company will have prevailed in the
action or proceeding. The Company will be entitled to cancel or non-renew any
Policy with respect to which the entire amount of premium due and payable has
not been timely paid in full.

(c) Subject to the terms and conditions of this Agreement and any Policy, each
Member agrees not to assign all or any part of any right, interest, or claim that
relates to its participation as an insured in the Company’s insurance program,
including but not limited to claims of bad faith against the Company, and
including but not limited to, any other right, interest or claim that the Member, or
any person insured thereunder, has with respect to a Policy. Any such
unauthorized transfer will be null and void and ineffective to transfer all or any
part of such right, interest or claim, and any such transferee will not be treated as
or deemed to be a Member of the Company for any purpose. If the Member at
any time makes such an unauthorized transfer, the Company, in addition to all
rights and remedies at law and equity, will have and be entitled to an order
restraining or enjoining such transaction, it being expressly acknowledged and
agreed that damages at law would be an inadequate remedy for a transfer in
violation of this Agreement.

(d) The Member will not sell, assign, pledge or otherwise transfer or encumber all or
any part of its Membership Interest in the Company. Any transfer in violation of
any provisions of this Agreement will be null and void and ineffective to transfer
any interest in the Company and will not be binding upon or be recognized by the
Company, and any such transferee will not be treated as or deemed to be a
Member of the Company for any purpose. If the Member at any time transfers its
Membership Interest in violation of any of the provisions of this Agreement, the
Company, in addition to all rights and remedies at law and equity, will have and
be entitled to an order restraining or enjoining such transaction, it being expressly
acknowledged and agreed that damages at law would be an inadequate remedy
for a transfer in violation of this Agreement.

(e) (i) Upon receipt by the Member of any notification regarding a claim or
legal action that may be covered by a Policy, or if the Member has knowledge of
any act or omission that is reasonably expected to give rise to a claim or legal

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 action that may be covered by a Policy, the Member will notify the Company of
such act, omission, claim or legal action as soon as practicable and will comply
with any request by the Company with respect to the defense of such claim or
legal action. If the Member receives any notification, correspondence or legal
process stating a claim that may be covered by a Policy, the Member will
forward all such documentation to the Company promptly after receipt. The
Member will notify the Company as soon as practicable of any acts or omissions
that the Member should reasonably believe may have constituted deviations from
good and accepted medical practice. All correspondence from a Member to the
Company described in this Section 1.6(e)(i) shall be delivered in accordance with
Section 9.2(b)(i) of this Agreement.

(ii) If the Company provides a legal defense (“Defense Counsel”) pursuant to a

Policy, the Member will notify Defense Counsel by registered mail, return
receipt requested: (A) of any acts or omissions that the Member should
reasonably believe may have constituted deviations from good and accepted
medical practice, and (B) whether the Member agrees to settlement of the case
and the maximum amount for which the Member is willing to settle. Such notice
will be sent within ninety days of the initial contact between the Member and
Defense Counsel. The Company will be under no obligation to settle a claim
notwithstanding the Member’s agreement to settle and the amount for which the
Member is willing to settle.

(iii) The Member is under a continuing obligation to update any notice provided to
the Company or Defense Counsel pursuant to subsections (e)(i) and (e)(ii) as
soon as practicable after learning of any facts or circumstances regarding the
claim, legal action, act or omission not known to the Member when the notices
are sent pursuant to subsections (e)(i) or (e)(ii). In addition, the Member will
have the same continuing obligation to update any notice provided pursuant to
this subsection (e)(iii).

(iv) In the event that the Member does not provide notice pursuant to subsections
(e)(i), (e)(ii), or (e)(iii), or if such notice is not sent within the time required, the
Member acknowledges and agrees that: (A) the Company will rely upon the
notice, or lack thereof, in determining whether or not to settle the case against the
Member; (B) the Company will have the right to disclaim any obligation to
defend or indemnify to the full extent permitted under applicable law, and (C) no
bad faith claim will exist against the Company and the Member will be deemed
to have waived any such claim. Notwithstanding the foregoing, the Company
may, in the reasonable exercise of its discretion, waive any one or more of the
rights of the Company described in the preceding sentence with respect to any or
all claims or legal actions covered by a Policy. Any such waiver must be
executed by the Company in writing.

(v) The provisions of this subsection (e) may not be waived except in writing, signed
by the party to be charged; provided, this subsection (e)(v) will not be construed
to require that the Member execute a written waiver in order for a waiver
pursuant to subsection (e)(iv)(C) to be effective.

1.7 Initial Member. Solutions was the Company’s initial member upon its formation, to
serve in such capacity solely to provide the required approvals of the merger described in the Preliminary

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Statement. As of the effective date of such merger, Solutions terminated its membership interest in the
Company for a return of its initial contributed capital.

2. Insurance Program.

The Company will issue Policies of insurance to each Member and to such persons employed by
or associated with such Member as approved by the Company in its discretion, at all times consistent with
this Agreement, the Company’s Business Plan, as amended from time to time, and as approved by the
DFR and in compliance with Vermont law and the Risk Retention Act.

3. Governance.

3.1 Powers and Duties of the Board. The Company will be governed by the Board, which
will have the ultimate power and responsibility for the management and control of the affairs of the
Company. The general and specific powers and duties of the Board are set forth in the Governance Rules,
and the Board will have such additional powers and functions as required by or permitted under Vermont
law. Members of the Board will be qualified and elected as set forth in the Governance Rules. The Board
may establish one or more committees, which may exercise any power of the Board to the extent
permitted under the Governance Rules and as provided in the action of the Board establishing such
committee.

3.2 Binding Effect. Each Member consents and agrees that the Member’s participation in the
governance of the Company will be governed by this Agreement and the Governance Rules, as each may
be amended from time to time. Each Member consents and agrees that if the Member’s participation as a
Member of the Company is terminated as provided in Section 6 of this Agreement, the Member will not
be entitled to vote as a Member as of the Termination Date defined in Section 6.1(d). Each Member
consents and agrees that decisions of the Board will be binding on the Member and the other Members in
all cases where Vermont law, this Agreement or the Governance Rules permit or require decisions to be
made by the Board. Each Member consents and agrees that, in cases where a Member vote is required,
regardless of how the Member voted on a particular matter the Member and all other Members will be
bound by such Member vote.

3.3 Governance Rules. Each Member acknowledges receipt of a copy of the Governance
Rules. Each Member agrees to be and remain bound by the Governance Rules, as they may be amended
from time to time.

3.4 Rights to Participate in Governance and Business of the Company. Each Member’s
rights to participate in the governance and business of Company are limited to the Members’ rights as set
forth in this Agreement and in the Governance Rules. Unless otherwise specifically agreed in writing by
the Board, the Members will not have any right or power to represent or otherwise act on behalf of the
Company in connection with any aspect of its current or future insurance business.

3.5 Voting.

(a) Each Member of the Company will be issued one Membership Interest and shall
be entitled to cast one (1) vote on any matter submitted to a vote of the Members
of the Company in accordance with the Governance Rules. Any reference in this
Agreement or the Governance Rules to a “vote” or “approval” by the Member
will mean only a vote by the Member (or such Member’s proxy) at a meeting of
the Members or the execution of a written consent by such Member.

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 (b) During the period that the Financing Agreement, dated as of January 1, 2014 (the
“Financing Agreement”), among the Company, Solutions and Medical
Professional Mutual Insurance Company (“ProMutual”) is in effect, each
Member agrees to vote its Membership Interest in favor of election of the
representative designated by ProMutual for nomination and election to the Board
at the annual meeting of the Members.

(c) Neither ProMutual nor the ProMutual representative serving on the Board of
Directors pursuant to this Section 3 will be entitled to any compensation with
respect to service on the Board.

(d) At such time as the LOC (as defined in the Financing Agreement) is retired
without any unpaid draws on the LOC, the Board representative designated by
ProMutual will promptly tender his or her resignation as a member of the Board.

3.6 Third-Party Service Providers. Without limitation on the powers of the Board, the
Company may, from time to time, retain one or more service providers to assist in the Company’s
operations. Each Member acknowledges that the Company has retained Solutions to provide certain
accounting, underwriting and financial services to the Company, pursuant to an Amended and Restated
Management Agreement. To the extent any provision of such Management Agreement is inconsistent
with a provision of this Agreement or the Governance Rules, the provision contained in this Agreement or
the Governance Rules, as applicable, will control.

4. Regulatory Issues.

4.1 Acknowledgement of the Company’s Regulated Status. Each Member acknowledges

that the Company, as a captive insurance risk retention group, is subject to the Risk Retention Act and the
captive insurance laws and regulations of the State of Vermont (8 V.S.A. Chapters 141 and 142). The
Company is not subject to all of the insurance laws and regulations of the State of Vermont or of any
other state in which the Company may operate.

4.2 No Access to State Insurance Insolvency Funds; Rehabilitation. Each Member

acknowledges that the Company, as a risk retention group, is not eligible to participate in any state
insurance insolvency guaranty fund, and that the Company is subject to 8 V.S.A. Chapter 145, regarding
supervision, rehabilitation, and liquidation of insurance companies.

5. Financial Matters.

5.1 Contributions to Surplus; Capital Assessments.

(a) Each Member will make an initial contribution to the surplus of the Company (a
“Capital Contribution”); a Member that was a subscriber to the Company as a
reciprocal insurer will be credited with the amount of such Member’s previously
paid Capital Contribution. The Company will determine the amount of the
Member’s Capital Contribution, in a specific amount or through a formula
approved by the Board consistent with the Governance Rules. The Member will
not be entitled to any interest or other earnings with respect to the Capital
Contribution.

(b) A Member will have no obligation to make an additional contribution of surplus

or capital to the Company.

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 (c) A Member will not be entitled to the return of all or any part of its Capital
Contribution other than as specifically provided in this Agreement.

5.2 Distributions.

(a) From time to time, in its sole discretion and subject to the Governance Rules and
the approval of the DFR, the Board may authorize distributions from the
Company. Such distributions shall be based on reasonable criteria developed by
and subject to revision by the Board from time to time. All distributions will be
in the form of cash and the Company, in its sole discretion, may apply any
distribution as a credit against premiums payable by the applicable Member.
There is no assurance that the Company will be profitable and able to make such
distributions.

(b) Notwithstanding the foregoing, the Company will not make distributions to any
Member until such time as the LOC (as defined in the Financing Agreement) has
been retired.

5.3 Investments. The Company will invest its assets in accordance with an investment policy
approved by the Board, as amended from time to time. At all times the investment policy and investment
of assets will comply with any and all requirements of Vermont law. The Board may retain third-party
advisors and managers to assist with such investments.

5.4 Use of Funds. The Capital Contributions of all Members will at all times be available to
fund the Company’s operations, including but not limited to payment of operating expenses and payments
with respect to the Policies.

6. Termination.

6.1 Termination of Membership Interests.

(a) Involuntary Termination. The Company shall terminate a Member’s rights as a

Member in the event of any of the following, each as determined by the
Company in its reasonable discretion:

(i) the Member fails to perform any obligation under this Agreement or the
Governance Rules;

(ii) the Member attempts to transfer or otherwise encumber its Membership

Interest in the Company in violation of this Agreement;

(iii) the Member’s participation as a Member is in violation of, or may

reasonably be expected to result in violation of, the Company’s business
plan, Vermont law or the Risk Retention Act; or

If a Member is subject to involuntary termination as provided in this Section

6.1(a), the Company shall promptly deliver written notice of involuntary
termination to the Member, which notice shall include the Termination Date
defined in Section 6.1.(d).

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 (b) Automatic Termination. A Member’s rights as a Member in the Company shall
automatically terminate, without any further action by the Company, upon the
first date that the Member no longer has “Current Insurance” with the Company,
where having Current Insurance means that the Member has in effect a Policy
issued by the Company. For purposes of the foregoing, an occurrence-form
Policy with respect to which the policy period (including any extensions thereof)
has expired will not be considered Current Insurance notwithstanding that claims
made after such policy period with respect to occurrences during the policy
period may be covered.

(c) Voluntary Termination. The Member may terminate its rights as a Member at
any time by delivery to the Company of a written notice of termination.

(d) Effective Date of Termination. If a Member is subject to involuntary

termination as described in Section 6.1(a), the Company will determine, in its
reasonable discretion, the effective date of such termination (the “Termination
Date”). If the Member is subject to automatic termination as described in Section
6.1(b), the Termination Date shall be the first date on which the Member no
longer has Current Insurance. If the Member voluntarily terminates in
accordance with Section 6.1(c), the Termination Date will be the date indicated
in the notice described in Section 6.1(c), and if no termination date is specified in
such notice, the Termination Date will be the date that the Company receives
such notice. If the Member provides notice of voluntary termination pursuant to
Section 6.1(c), but is also subject to involuntary termination as described in
Section 6.1(a), or automatic termination as described in Section 6.1(b), the
Company may, in its reasonable discretion, treat the Member as subject to
involuntary termination or automatic termination, as applicable, for all purposes.

6.2 Effect of Termination. As of and after the Termination Date applicable to a Member
whose Membership Interest has been terminated pursuant to Section 6.1 of this Agreement (a
“Withdrawing Member”):

(a) the Withdrawing Member will have no voting rights other than as may be
required under Vermont law;

(b) the Withdrawing Member will have no rights to any distributions declared on and
after the Termination Date, or to the proceeds of any dissolution of the Company
that is commenced after the Termination Date;

(c) except as determined by the Board and subject to the applicable provisions of the
Policies issued to the Withdrawing Member regarding cancellation, the
Withdrawing Member will be deemed to have requested cancellation of all
Policies issued to the Withdrawing Member; provided, however, that cancellation
and termination will not relieve the Company of its duty to indemnify and defend
for claims in process and for any claims that may still be made under a Policy
pursuant to its terms notwithstanding its cancellation; and

(d) the Withdrawing Member’s Membership Interest will be subject to repurchase as

provided in Section 6.3.

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 6.3 Repurchase of Membership Interest. Following the Termination Date applicable to a
Withdrawing Member, such Withdrawing Member may submit (in accordance with Section 9.2 of this
Agreement) a written notice to the Company requesting the repurchase of the Withdrawing Member’s
Membership Interest. Following receipt of a repurchase request:

(a) The Board will determine a repurchase price no later than six months following
the close of the fiscal year that ends on or first after the applicable Termination
Date. The repurchase price will be determined as provided in the Governance
Rules and this Agreement.

(b) The repurchase price, if payable, will be payable, in a lump sum or in two or
more installments as determined by the Board in its reasonable discretion. In all
circumstances, payment of the repurchase price will be subject to the following:

(i) payment of any installment may be delayed in the event that: (I)
repayment of all or any portion of the repurchase price would result in
impairment of the Company’s financial condition, in the Company
failing to meet all prudent operating ratios, or in an actual or reasonably
anticipated violation of any provision of the Company’s business plan,
Vermont law or the Risk Retention Act, each as determined by the Board
in its discretion; or (II) the DFR prohibits all or any portion of such
repayment. In either such case, repayment will be deferred until such
time that the Board determines that repayment may be made consistent
with the foregoing;

(ii) if a payment of an installment of the repurchase price is scheduled to

occur at such time as the Company is in the process of ceasing operations
and liquidating, or at such time as it is reasonably anticipated that the
Company will be ceasing operations and liquidating, repayment of any
remaining balance of the repurchase price will be subject to Vermont law
governing liquidation of the Company and any plan of liquidation
approved by the DFR.

7. Dispute Resolution.

7.1 Mandatory Mediation Prior to Arbitration.

(a) Any dispute, claim or controversy arising out of or relating to this Agreement,
will and must first be submitted to Judicial Arbitration and Mediation Services,
Inc. (“JAMS”), or its successor, for mediation and, if not resolved, may then (and
only then) be submitted for final and binding arbitration as set forth below.

(b) Any party to this Agreement may commence mediation by providing to JAMS
and the other party a written request for mediation, setting forth the subject of the
dispute and the relief requested. The parties to the dispute will cooperate with
JAMS and with one another in selecting a mediator from the JAMS panel of
insurance-experienced neutrals, and in scheduling the mediation, and will
participate in the mediation in good faith and share equally in its costs. All
offers, promises, conduct and statements, whether oral or written, made in the
course of the mediation by the parties to the dispute or their agents, employees,
experts and attorneys, and by the mediator or any JAMS employees, are

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 confidential, privileged and inadmissible for any purpose, including
impeachment, in any arbitration or other legal proceeding involving the parties to
the dispute, but evidence that is otherwise admissible or discoverable will not be
rendered inadmissible or non-discoverable as a result of its disclosure or use in
the mediation.

(c) The parties to the dispute may initiate arbitration with respect to matters first
submitted to mediation by filing a written demand for arbitration at any time
following the initial mediation session, or thirty (30) days after the date of a
written request for mediation, whichever occurs first. Unless otherwise agreed
by the parties, the mediator will be disqualified from serving as arbitrator in the
case.

7.2 Mandatory Arbitration.

(a) Except as provided in Section 7.1, all disputes, claims or controversies arising
out of or relating to this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of the scope or
applicability of this agreement to arbitrate, will exclusively be determined by
binding arbitration in Burlington, Vermont.

(b) The arbitration will be before three arbitrators and will be administered by
JAMS, or its successor, pursuant to the JAMS Comprehensive Arbitration Rules
and Procedures, or JAMS Streamlined Arbitration Rules and Procedures, as
applicable.

(c) Any award will not include any attorney’s fees or costs awarded to any party,
each of which will bear its own costs and expenses and share equally in the costs
of arbitration.

7.3 Provisional Remedies. Notwithstanding the requirements of mediation and arbitration set
forth in Sections 7.1 and 7.2, either party may seek provisional remedies in aid of mediation or arbitration
from a court of appropriate jurisdiction in Chittenden County, State of Vermont, and judgment on any
award may be entered in any court having jurisdiction.

8. Dissolution of the Company. Upon dissolution of the Company, after making provision for
payment of all debts, liabilities and other obligations, the net assets of the Company will be distributed to
the Members as provided in the Governance Rules.

9. General Provisions.

9.1 Amendment. This Agreement may be amended or modified only by approval of the
Board and by the vote of a majority of the Members. Each Member acknowledges and agrees that the
Member will be bound by any such amendment. The Company will provide to the Members the text and
an explanation of any amendment to this Agreement at least ten (10) days before such amendment takes
effect.

As used in this Agreement: (i) the term “Agreement” means this Agreement as of the Effective
Date and as amended from time to time; and (ii) the term “Governance Rules” means the Company’s
Governance Rules as of the Effective Date and as amended from time to time.

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 9.2 Notices.

(a) All notices required to be provided to the Member pursuant to this Agreement
may be made:

(i) by U.S. mail or other reasonably reliable private delivery service at the
Member’s address on file with the Company;

(ii) by facsimile to the number, if any, provided by the Member on file with
the Company; or

(iii) by any form of electronic data transmission to the address provided by

the Member on file with the Company, but only if the Member can
reproduce the notice in substantially the same form as its original form
without undue expense.

(b) All notices required to be provided by a Member to the Company or to the Board
(or any subcommittee thereof) pursuant to this Agreement will be made as
follows:

(i) by U.S. certified mail, return receipt requested, or other reasonably

reliable private delivery service at the following address:

Academic Medical Professionals Insurance

Risk Retention Group, LLC
99 Park Avenue, 23rd Floor
New York, NY 10016
Attn: Corporate Secretary

(ii) by facsimile at 646-808-0601; or

(iii) by email at the email address stated in a written notice to the Member, or
posted on a website maintained by the Company.

9.3 Governing Law. This Agreement will be governed, controlled and interpreted in
accordance with Vermont law, without regard to principles of conflicts of laws.

9.4 Waiver. No failure or delay on the part of either party in exercising or enforcing any
right under this Agreement will operate as a waiver of any such right. No waiver will be enforceable
unless such waiver is included in a written instrument signed by the party to be charged with such waiver,
and such waiver will be effective only to the extent of the specific instance described in such instrument.

9.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties with
respect to their subject matter, superseding all prior oral and written communications, proposals,
negotiations, understandings, courses of dealing, agreements, contracts and the like between the parties in
such respect.

9.6 General Proxy For Voting Member’s Membership Interest. By executing this
Agreement, each Member appoints the Company’s Chair as proxy, with the power to appoint a substitute,
and hereby authorizes the Company’s Chair (or duly appointed substitute) to represent and to vote, as
such proxy deems appropriate in the reasonable exercise of such proxy’s discretion, all of such Member’s

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Membership Interest at each and every meeting of the Members. This designation of proxy will remain in
effect as long as the Member has voting rights pursuant to this Agreement and the Governance Rules,
except as follows:

(a) if the Member attends a meeting in person (or by authorized representative if the
Member is not an individual), this designation of proxy will be suspended for
purposes of such meeting; or

(b) if the Member timely executes and submits a proxy with respect to a specific
meeting in accordance with all applicable rules regarding such proxy, this
designation of proxy will be suspended for purposes of such meeting.

9.7 Counterparts. This Agreement may be executed in two or more counterparts, all of which
will constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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 ACKNOWLEDGEMENT OF ARBITRATION
THE UNDERSIGNED ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN
AGREEMENT TO ARBITRATE. AFTER SIGNING THIS DOCUMENT, WE UNDERSTAND
THAT WE WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE
THAT MIGHT ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT,
UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS.
INSTEAD, WE AGREE TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL
ARBITRATOR OR ARBITRATORS.

The undersigned Member has executed this Members Agreement on the ________ day of
___________________ , 20__.

APPLICANT:

____________________________________________
Print name

COMPANY:

ACADEMIC MEDICAL PROFESSIONALS INSURANCE

RISK RETENTION GROUP, LLC

By:______________________________________
Name:
Title:

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