—] Shares HEALTH INSURANCE INNOVATIONS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • New York
CREDIT AGREEMENT Dated as of June 5, 2019 among HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, as the Borrower, HEALTH INSURANCE INNOVATIONS, INC., as the Parent, THE SUBSIDIARIES OF THE PARENT IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A.,...Credit Agreement • June 7th, 2019 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • New York
This CREDIT AGREEMENT is entered into as of June 5, 2019 among HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
AGREEMENT AND PLAN OF MERGER among BENEFYTT TECHNOLOGIES, INC., DAYLIGHT BETA PARENT CORP. and DAYLIGHT BETA CORP. Dated as of July 12, 2020Agreement and Plan of Merger • July 13th, 2020 • Benefytt Technologies, Inc. • Insurance agents, brokers & service • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of July 12, 2020, by and among Benefytt Technologies, Inc., a Delaware corporation (the “Company”), Daylight Beta Parent Corp., a Delaware corporation (“Parent”), and Daylight Beta Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2015 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of November 7, 2013, by and between Health Insurance Innovations, Inc., a Delaware incorporated corporation (the “Company”), and Michael D. Hershberger (“Executive”).
HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Stock Appreciation Rights Award AgreementTerm Incentive Plan • November 10th, 2015 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
You have been granted Stock Appreciation Rights (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2019 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 12, 2019, by and between HEALTH INSURANCE INNOVATIONS, INC., a Delaware corporation (the “Company”), and ERIK M. HELDING (“Executive”).
TAX RECEIVABLE AGREEMENT among HEALTH INSURANCE INNOVATIONS, INC. HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC and SERIES B MEMBERS OF HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC Dated as of February 13, 2013Tax Receivable Agreement • February 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • New York
TAX RECEIVABLE AGREEMENT, dated as of February 13, 2013 (this “Agreement”), among Health Insurance Innovations, Inc., a Delaware corporation (“HII”), Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (the “Company”) and each of the undersigned parties hereto identified as “Series B Members.” Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • December 20th, 2012 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of _________ [·], 2013, by and between Health Insurance, Innovations, Inc., a Delaware incorporated corporation (the “Company”), and Michael W. Kosloske (“Executive”).
REGISTRATION RIGHTS AGREEMENT among HEALTH INSURANCE INNOVATIONS, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of February 13, 2013Registration Rights Agreement • February 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • New York
REGISTRATION RIGHTS AGREEMENT, dated as of February 13, 2013 (as amended from time to time, this “Agreement”), among Health Insurance Innovations, Inc., a Delaware corporation (“HII”), and each of the parties listed on Annex A (the “Initial Stockholders” and, as Annex A is updated and amended pursuant to Section 11(c), the “Stockholders”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2015 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 16, 2015 (the “Effective Date”), by and between HEALTH INSURANCE INNOVATIONS, INC., a Delaware incorporated corporation (the “Company”), and MICHAEL D. HERSHBERGER (“Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 16th, 2016 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is dated as of November 15, 2016, by and between JOSEF DENOTHER (“Executive”), and HEALTH INSURANCE INNOVATIONS, INC., a Delaware corporation (the “Company”). The Company and Executive are hereinafter collectively referred to as the “parties.” Provided the Executive has not revoked this Agreement, it is effective the eighth day after Executive signs it (the “Effective Date”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC Dated as of February 13, 2013Limited Liability Company Agreement • February 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company ( the “Company”), dated as of February 13, 2013, is adopted, executed and agreed to, for good and valuable consideration, by Health Insurance Innovations, Inc., a Delaware corporation (“HII”), Health Plan Intermediaries, LLC, a Florida limited liability company (“HPI”) and Health Plan Intermediaries Sub, LLC, a Delaware limited liability company (“HPIS”), as Members. Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2014 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of July 14, 2014, by and between Health Insurance Innovations, Inc., a Delaware corporation (the “Company”), and Bruce Telkamp (“Executive”).
Introduction to Unaudited Pro Forma Combined Financial StatementsForma Combined Financial Statements • August 21st, 2019 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
On June 5, 2019, the Health Insurance Innovations, Inc. (the “Company” or “HIIQ”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with RxHelpline, LLC (“RXH”), TogetherHealth PAP, LLC (“THP”), TogetherHealth Insurance, LLC (“THI” and, collectively with RXH and THP, “TogetherHealth”), TogetherHealth Soup, L.P. (“Seller”) and certain principals of TogetherHealth, pursuant to which Health Plan Intermediaries Holdings, LLC, a consolidated subsidiary of HIIQ, purchased 100% of the outstanding limited liability company interests of TogetherHealth (the “Interests”). The closing of the transactions contemplated by the Purchase Agreement occurred on June 5, 2019, simultaneous with the signing of the Purchase Agreement.
HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Restricted Stock Award AgreementHealth Insurance • June 20th, 2017 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
You have been granted Restricted Stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Restricted Stock Award AgreementTerm Incentive Plan • August 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
You have been granted Restricted Stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award Agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
EXCHANGE AGREEMENT among HEALTH INSURANCE INNOVATIONS, INC. HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC and THE SERIES B MEMBERS OF HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC Dated as of February 13, 2013Exchange Agreement • February 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • New York
EXCHANGE AGREEMENT, dated as of February 13, 2013 (this “Agreement”), among Health Insurance Innovations, Inc., a Delaware corporation (“HII”), Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Series B Membership Interests in the Company listed on Exhibit A hereto (collectively, the “Series B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification Agreement (this “Agreement”) is made effective as of [ , 201 ], by and between Health Insurance Innovations, Inc., a Delaware corporation (the “Corporation”) and [ ] (“Indemnitee”).
HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Restricted Stock Award AgreementTerm Incentive Plan • February 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
You have been granted Restricted Stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
HEALTH INSURANCE INNOVATIONS, INC. 15438 North Florida Avenue, Suite 201 Tampa, Florida 33613 June 14, 2017Health Insurance • June 20th, 2017 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
You are currently a party to a Second Amended and Restated Employment Agreement, dated as of September 16, 2015 (the “Employment Agreement”), with Health Insurance Innovations, Inc. (the “Company”). The purpose of this letter agreement is to set forth certain mutually agreed-upon amendments to your Employment Agreement. For purposes of this letter agreement, capitalized terms appearing but not defined in this letter agreement shall have the meanings set forth in the Employment Agreement.
Master Services AgreementMaster Services Agreement • November 9th, 2012 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
THIS MASTER SERVICES AGREEMENT together with its Exhibits (this “Agreement”) is made and entered into as of this 1 day of August, 2012 (the “Effective Date”) by and between BimSym eBusiness Solutions, Inc. (“BIMSYM”), a corporation registered under the laws of the State of Pennsylvania with its primary offices located at 3466 Progress Dr. Suite # 115, Bensalem, PA 19020 and Health Plan Intermediaries, LLC, d/b/a Health Insurance Innovations (“HIIQUOTE”), a limited liability company organized under the laws of the State of Florida, with its primary offices located at 15438 N Florida Ave, Suite 200, Tampa, FL 33613. BIMSYM and HIIQUOTE may be referred to within this Agreement each individually as a “Party” or collectively as the “Parties.”
AMENDMENT TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 9th, 2012 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
This Amendment To Unit Purchase Agreement (this “Amendment”) is made as of September 28, 2011 by and among Michael W. Kosloske (“Buyer”) Naylor Group Partners, LLC (“Seller”), Matthew S. Naylor and Russell R. Naylor (collectively, the “Naylors”), and Health Plan Intermediaries, LLC (the “Company”).
APPOINTMENT AND STANDSTILL AGREEMENTAppointment and Standstill Agreement • December 15th, 2017 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
THIS APPOINTMENT AND STANDSTILL AGREEMENT (this “Agreement”), dated December 14, 2017, is entered into by and among Cannell Capital, LLC (“Cannell Capital”), J. Carlo Cannell (“Mr. Cannell”, and together with Cannell Capital, the “Cannell Group”), and Health Insurance Innovations, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2015 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
THIS FIRST AMENEMDNT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of November 9, 2015, by and between Health Insurance Innovations, Inc., a Delaware corporation (the “Company”) and Patrick R. McNamee (“Executive”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • December 6th, 2012 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • New York
This Administrative Services Agreement (the “Agreement”) is effective as of 12:01 a.m. EST on the 1st day of May, 2008 (“Effective Date”), by and among United States Fire Insurance Company, and The North River Insurance Company (each entity separately and collectively, hereinafter referred to as the “Company”) and Health Insurance Innovations, LLC (hereinafter referred to as the “Administrator”).
HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Restricted Stock Award AgreementHealth Insurance • January 2nd, 2019 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
You have been granted Restricted Stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
Agreement to Commercial NoteAgreement • March 18th, 2015 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
This Agreement dated December 15, 2014 between Health Plan Intermediaries Holdings, LLC(“Borrower”) and SunTrust Bank, its present and future affiliates and their successors and assigns, (collectively, “SunTrust”) constitutes the “Agreement” referenced under “Additional Terms and Conditions” in the Commercial Note dated December 15, 2014 in the Loan Amount equal to $15,000,000.00. The terms and conditions of this Agreement and the terms and conditions of the Note constitute the entire agreement between Borrower and SunTrust. All defined terms used herein that are not defined herein shall have the meanings ascribed to such terms in the above referenced Commercial Note.
STOCK PURCHASE AGREEMENT among HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC, HEALTH INSURANCE INNOVATIONS, INC., JOSEPH SAFINA, HOWARD KNASTER and JORGE SAAVEDRA Dated as of July 17, 2013Stock Purchase Agreement • July 23rd, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 17, 2013, is made and entered into by and among Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (“Buyer”), Health Insurance Innovations, Inc., a Delaware Corporation (“Parent”), Joseph Safina (“Safina”), Howard Knaster (“Knaster”) and Jorge Saavedra (“Saavedra”, and together with Safina and Knaster, “Sellers”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 14th, 2019 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is dated as of November 12, 2019, by and between MICHAEL D. HERSHBERGER (“Executive”) and HEALTH INSURANCE INNOVATIONS, INC., a Delaware corporation (the “Company”). The Company and Executive are hereinafter collectively referred to as the “parties.”
EMPLOYMENT AND NON-COMPETE AGREEMENTEmployment and Non-Compete Agreement • November 9th, 2012 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service
THIS EMPLOYMENT AND NON-COMPETE AGREEMENT (hereinafter “Agreement”), is made and entered into as of this 1 day of November 2010, (“Effective Date”) by and between Health Plan Intermediaries, LLC, dba Health Insurance Innovations (collectively, the “Company”) and Bryan Krul (hereinafter called “Employee”).
EXCHANGE AGREEMENTExchange Agreement • July 13th, 2020 • Benefytt Technologies, Inc. • Insurance agents, brokers & service • Delaware
This Exchange Agreement (this “Agreement”), is entered into as of July 12, 2020, by and among Daylight Beta Parent Corp., a Delaware corporation (“Parent”), Health Plan Intermediaries, LLC (“HPI”), Health Plan Intermediaries Sub, LLC (“HPI Sub” and, together with HPI, the “Series B Members” and each individually, a “Series B Member”), Benefytt Technologies, Inc. (the “Company”), and Health Plan Intermediaries Holdings, LLC (“Holdings”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company, and Daylight Beta Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
EMPLOYMENT AGREEMENTIndemnification Agreement • June 10th, 2015 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of June 8, 2015 (the “Effective Date”), by and between HEALTH INSURANCE INNOVATIONS, INC., a Delaware incorporated corporation (the “Company”), and PATRICK R. MCNAMEE (“Executive”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 14th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of this 14TH day of March, 2013, is entered into by and between Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (“Buyer”), TSG Agency, LLC, a Mississippi limited liability company (“Seller”), and Ivan Spinner, an adult individual (the “Principal”, and collectively with the Seller, the “Seller Group”).
HEALTH INSURANCE INNOVATIONS, INC. 3,000,000 Shares CLASS A Common Stock ($0.001 par value) Underwriting AgreementHealth Insurance • March 8th, 2017 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • New York
HEALTH INSURANCE INNOVATIONS, INC. Performance-Based Stock Agreement (A)Health Insurance • July 23rd, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida
This PERFORMANCE-BASED STOCK AGREEMENT (A) (this “Agreement”) is made and entered into as of July 17, 2013, by and between Health Insurance Innovations, Inc., a Delaware corporation (the “Company”), and , an adult individual (“Grantee”).
