Root, Inc.

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ROOT, INC.

Root, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware

(the “Company”), hereby certifies as follows:

FIRST: That the Board of Directors of the Company has duly adopted resolutions (i) authorizing the Company

to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to Amended

and Restated Certificate of Incorporation (this “Second Amendment”) to allow for the exculpation of certain officers

and (ii) declaring this Second Amendment to be advisable, submitted to and considered by the stockholders of the

Company entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the

terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and

Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and recommended for approval

by the stockholders of the Company.

SECOND: That this Second Amendment was duly adopted in accordance with the terms of the Certificate of

Incorporation and the provisions of Section 242 of the DGCL by the Board of Directors and stockholders of the

Company.

THIRD: Immediately upon filing of this Second Amendment, Section A of Article VI of the Certificate of

Incorporation is hereby amended to read in its entirety as follows:

“A. The liability of the directorsand officers of the Company for monetary damages for breach of fiduciary

duty as a directoror officer shall be eliminated to the fullest extent permitted under applicable lawnow or as

hereafter amended. Solely for the purpose of this Section A of Article VI, “officer” shall have the meaning provided

in Section 102(b)(7) of the DGCL as currently in effect and as it may hereafter be amended.”

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to Amended and Restated

Certificate of Incorporation to be executed by [ ] its [ ], this [ ] day of

[ ], 202[ ].