REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto and GOOSEHEAD INSURANCE, INC. Dated as of May 1, 2018Registration Rights Agreement • May 10th, 2018 • Jones Mark Evan • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May 1, 2018 (as it may be amended from time to time, this “Agreement”), is made among Goosehead Insurance, Inc., a Delaware corporation (the “Company”); the shareholders listed on Schedule A hereto and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall Assign any rights hereunder in accordance with Section 4.5 (each such Person, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GOOSEHEAD FINANCIAL, LLC Dated as of May 1, 2018Limited Liability Company Agreement • May 10th, 2018 • Jones Mark Evan • Insurance agents, brokers & service • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF GOOSEHEAD FINANCIAL, LLC, a Delaware limited liability company (the “Company”), dated as of May 1, 2018, by and among the Company, Goosehead Insurance, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
TAX RECEIVABLE AGREEMENT among GOOSEHEAD INSURANCE, INC., GOOSEHEAD FINANCIAL, LLC, and THE PERSONS NAMED HEREIN Dated as of May 1, 2018Tax Receivable Agreement • May 10th, 2018 • Jones Mark Evan • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of May 1, 2018, is hereby entered into by and among Goosehead Insurance, Inc., a Delaware corporation (the “Corporate Taxpayer”), Goosehead Financial, LLC, a Delaware limited liability company (“OpCo”), each of the Members (as defined below) from time to time party thereto, and each of the successors and assigns thereto.
Form of Lock-Up Agreement]Jones Mark Evan • May 10th, 2018 • Insurance agents, brokers & service • New York
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • September 21st, 2020 • Jones Mark Evan • Insurance agents, brokers & service • Delaware
AMENDED AND RESTATED VOTING AGREEMENT, dated as of September 18, 2020 among Mark E. Jones (the “Mark Jones Holder”), Robyn Jones (the “Robyn Jones Holder”), P. Ryan Langston (the “Ryan Langston Holder”), Mark E. Jones, Jr. (the “Mark Jones, Jr. Holder”), The Mark and Robyn Jones Descendants Trust 2014, The Lanni Elaine Romney Family Trust 2014, The Lindy Jean Langston Family Trust 2014, The Camille LaVaun Peterson Family Trust 2014, The Desiree Robyn Coleman Family Trust 2014, The Adrienne Morgan Jones Family Trust 2014, The Mark Evan Jones, Jr. Family Trust 2014, Serena Jones, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones (collectively, the “Jones Family Holders”), Michael C. Colby, The Colby 2014 Family Trust, The Preston Michael Colby 2014 Trust, The Lyla Kate Colby 2014 Trust, Mark Colby, Matthew Colby, Michael Moxley, Gary Delavan, Megan Bailey, Ted Olsen, Brian Pattillo, Amber Burbank-Ach, Julia Jordan, and Drew Burks (collectively, the “Goosehea
AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT, dated as ofVoting Agreement • August 7th, 2019 • Jones Mark Evan • Insurance agents, brokers & service • Delaware
August 6, 2019 among Mark E. Jones (the “Mark Jones Holder”), Robyn Jones (the “Robyn Jones Holder”), P. Ryan Langston (the “Ryan Langston Holder”), Mark E. Jones, Jr. (the “Mark Jones, Jr. Holder”), The Mark and Robyn Jones Descendants Trust 2014, The Lanni Elaine Romney Family Trust 2014, The Lindy Jean Langston Family Trust 2014, The Camille LaVaun Peterson Family Trust 2014, The Desiree Robyn Coleman Family Trust 2014, The Adrienne Morgan Jones Family Trust 2014, The Mark Evan Jones, Jr. Family Trust 2014, Serena Jones, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones (the “Jones Family Holders,” and together with the Mark Jones Holder, the Robyn Jones Holder, the Ryan Langston Holder, and the Mark Jones, Jr. Holder, each a “Holder”); and
SECOND VOTING AGREEMENTSecond Voting Agreement • February 26th, 2021 • Jones Mark Evan • Insurance agents, brokers & service • Delaware
SECOND VOTING AGREEMENT, dated as of February 24, 2021 (this “Second Voting Agreement”), among Mark E. Jones (the “Mark Jones Holder”), Robyn Jones (the “Robyn Jones Holder”), P. Ryan Langston (the “Ryan Langston Holder”), Mark E. Jones, Jr. (the “Mark Jones, Jr. Holder”), The CP Descendants’ Trust, The Jones 2020 Irrevocable Trust, The Lanni Romney Spousal Lifetime Access Trust, The Lindy Langston Spousal Lifetime Access Trust, Nathan Romney, The Nathan Romney 2021 Family Trust, The Ryan Langston 2021 Family Trust and The SLJ Dynasty Trust (collectively with the Mark Jones Holder, the Robyn Jones Holder, the Ryan Langston Holder and the Mark Jones, Jr. Holder, the “Holders” and each, a “Holder”).
JOINT FILING AGREEMENT February 25, 2021Joint Filing Agreement • February 26th, 2021 • Jones Mark Evan • Insurance agents, brokers & service
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
JOINT FILING AGREEMENT August 30, 2023Joint Filing Agreement • August 31st, 2023 • Jones Mark Evan • Insurance agents, brokers & service
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
JOINT FILING AGREEMENT August 6, 2019Joint Filing Agreement • August 7th, 2019 • Jones Mark Evan • Insurance agents, brokers & service
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
JOINT FILING AGREEMENT September 18, 2020Joint Filing Agreement • September 21st, 2020 • Jones Mark Evan • Insurance agents, brokers & service
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
JOINT FILING AGREEMENT June 12, 2020Joint Filing Agreement • June 15th, 2020 • Jones Mark Evan • Insurance agents, brokers & service
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
JOINT FILING AGREEMENT May 10, 2018Joint Filing Agreement • May 10th, 2018 • Jones Mark Evan • Insurance agents, brokers & service
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Goosehead Insurance, Inc., par value $0.01 per share, and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 15th, 2020 • Jones Mark Evan • Insurance agents, brokers & service • Delaware
AMENDED AND RESTATED VOTING AGREEMENT, dated as of June 12, 2020 among Mark E. Jones (the “Mark Jones Holder”), Robyn Jones (the “Robyn Jones Holder”), P. Ryan Langston (the “Ryan Langston Holder”), Mark E. Jones, Jr. (the “Mark Jones, Jr. Holder”), The Mark and Robyn Jones Descendants Trust 2014, The Lanni Elaine Romney Family Trust 2014, The Lindy Jean Langston Family Trust 2014, The Camille LaVaun Peterson Family Trust 2014, The Desiree Robyn Coleman Family Trust 2014, The Adrienne Morgan Jones Family Trust 2014, The Mark Evan Jones, Jr. Family Trust 2014, Serena Jones, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones (collectively, the “Jones Family Holders”), Michael C. Colby, The Colby 2014 Family Trust, The Preston Michael Colby 2014 Trust, The Lyla Kate Colby 2014 Trust and Mark Colby (collectively, the “Colby Family Holders”, and together with the Mark Jones Holder, the Robyn Jones Holder, the Ryan Langston Holder, the Mark Jones, Jr. Holder and
VOTING AGREEMENTVoting Agreement • May 10th, 2018 • Jones Mark Evan • Insurance agents, brokers & service • Delaware
AGREEMENT, dated as of May 1, 2018 among Mark E. Jones (the “Mark Jones Holder”) and Robyn Jones, The Mark and Robyn Jones Descendants Trust 2014, The Lanni Elaine Romney Family Trust 2014, The Lindy Jean Langston Family Trust 2014, The Camille LaVaun Peterson Family Trust 2014, The Desiree Robyn Coleman Family Trust 2014, The Adrienne Morgan Jones Family Trust 2014, The Mark Evan Jones, Jr. Family Trust 2014, Serena Jones, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones and Mark E. Jones, Jr. (the “Jones Family Holders,” and together with the Mark Jones Holder, each a “Holder”).
