REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto and BRP GROUP, INC. Dated as of October 28, 2019Registration Rights Agreement • October 31st, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of October 28, 2019 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among BRP Group, 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.
BRP GROUP, INC. DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the [●] day of [●], 2019, by and between BRP Group, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BALDWIN RISK PARTNERS, LLC Dated as of [●], 2019Limited Liability Company Agreement • October 11th, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), dated as of [•], by and among the Company, BRP Group, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
TAX RECEIVABLE AGREEMENT among BRP GROUP, INC., BALDWIN RISK PARTNERS, LLC, and THE PERSONS NAMED HEREIN Dated as of October 28, 2019Tax Receivable Agreement • October 31st, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 28, 2019, is hereby entered into by and among BRP Group, Inc., a Delaware corporation (the “Corporate Taxpayer”), Baldwin Risk Partners, LLC, a Delaware limited liability company (“OpCo”), each of the Members (as defined below) from time to time party hereto, and each of the successors and assigns hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the April 1, 2021 (the “Effective Date”), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Corbyn Galloway (“Employee”).
LIMITED LIABILITY COMPANY AGREEMENT of BALDWIN RISK PARTNERS, LLC Dated as of October 7, 2019Limited Liability Company Agreement • March 24th, 2020 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), dated as of October 7, 2019, by and among the Company, BRP Group, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
BRP Group, Inc. 8,000,000 Shares of Class A Common Stock Underwriting AgreementBRP Group, Inc. • September 17th, 2021 • Insurance agents, brokers & service • New York
BRP Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of Class A Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
EMPLOYMENT AGREEMENTRestrictive Covenants Agreement • March 24th, 2020 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the IPO Closing Date (as defined below and subject to Section 27 hereof), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Trevor Baldwin (“Employee”).
BRP GROUP, INC. OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 6th, 2021 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A constituting this “Agreement”), BRP Group, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an award of performance-based Restricted Stock Units (the “Award”). The Award is granted under and is subject to the BRP Group, Inc. Omnibus Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall control in the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you.
REORGANIZATION AGREEMENTManagement Incentive Unit Agreement • October 11th, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • New York
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), dated as of [•], by and among the Company, BRP Group, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
RETIREMENT AGREEMENT & GENERAL RELEASERetirement Agreement • February 28th, 2024 • BRP Group, Inc. • Insurance agents, brokers & service
This RETIREMENT AGREEMENT & GENERAL RELEASE (this “Agreement”), dated as of November 3, 2023, is entered into by and among Kristopher A. Wiebeck (“Employee”), Baldwin Risk Partners, LLC, a Delaware limited liability company (“BRP LLC”), and BRP Colleague Inc., a Florida corporation (“BRP Colleague”) (BRP LLC and BRP Colleague are co-employers of Employee and collectively referred to herein as the “Company”). Capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (defined below).
AMENDMENT TO FIRST AMENDMENT TO LOAN DOCUMENTS AND CONSENT OF GUARANTORSLoan Documents • October 21st, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This AMENDMENT TO FIRST AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of October 18, 2019, is by and among Baldwin Risk Partners, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”), and the other lenders from time to time party to this Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).
AMENDMENT #2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • BRP Group, Inc. • Insurance agents, brokers & service
This AMENDMENT #2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of April 1, 2021, by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Bradford L. Hale (“Employee”).
FIRST AMENDMENT TO LOAN DOCUMENTS AND CONSENT OF GUARANTORSLoan Documents • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This FIRST AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of September 21, 2019, is by and among Baldwin Risk Partners, LLC, a Delaware limited liability company (the “Borrower”), for itself and its subsidiaries, Cadence Bank, N.A., a national banking association (“Cadence”), and the other lenders from time to time party to this Amendment (together with Cadence, a “Lender” and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).
AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • BRP Group, Inc. • Insurance agents, brokers & service
This AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of April 1, 2021, by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Kris Wiebeck (“Employee”).
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BALDWIN RISK PARTNERS, LLCLimited Liability Company Agreement • May 7th, 2024 • Baldwin Insurance Group, Inc. • Insurance agents, brokers & service
This Second Amendment to the Third Amended and Restated Limited Liability Company Agreement, as amended (the “LLCA”), of Baldwin Risk Partners, LLC (the “Company”) to change the name of the Company to “The Baldwin Insurance Group Holdings, LLC” was adopted and approved by the Managing Member (as defined in the LLCA) by written consent, dated as of May 1, to become effective as of 12:01 am Eastern Time on May 2, 2024.
STOCKHOLDERS AGREEMENTStockholders Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
AGREEMENT, dated as of [●], 2019 (“Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation of Pubco, a “Holder,” and together, the “Holders”) and BRP Group, Inc. (“Pubco”).
REORGANIZATION AGREEMENTReorganization Agreement • March 24th, 2020 • BRP Group, Inc. • Insurance agents, brokers & service • New York
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of October 7, 2019, is entered into by and among (a) Baldwin Risk Partners, LLC, a Delaware limited liability company (the “Company”); (b) Baldwin Insurance Group Holdings, LLC, a Florida limited liability company (“BIGH”); L. Lowry Baldwin; Laura R. Sherman; The Laura R. Sherman GRAT 2019-1, dated September 30, 2019; The Laura R. Sherman GRAT 2019-2, dated September 30, 2019; Elizabeth H. Krystyn; The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, dated September 30, 2019; The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, dated September 30, 2019; Trevor L. Baldwin; Kristopher A. Wiebeck; The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, dated September 30, 2019; John A. Valentine; The John A. Valentine 2019 Grantor Retained Annuity Trust, dated September 30, 2019; Daniel Galbraith; Bradford L. Hale; Joseph D. Finney; The Villages Invesco, LLC, a Florida limited liability company, and C
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 31, 2022 (the “Effective Date”), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Seth Cohen (“Employee”).
RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
This RESTRICTED UNIT AGREEMENT (this “Agreement”), dated effective as of the IPO Closing Date (as defined below), is entered into by and between Baldwin Risk Partners, LLC, a Delaware limited liability company (the “Company”), and [name] (“Executive”).
Baldwin Risk Partners, LLC Tampa, FL 33607Letter Agreement • March 1st, 2022 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This letter agreement (this “Agreement”) sets forth our mutual understanding concerning the transition and termination of your employment with Baldwin Risk Partners, LLC, a Delaware limited liability company (the “Company”), and its subsidiaries and affiliates, including BRP Group, Inc., a Delaware Corporation (“PubCo”) (collectively, the “Company Group”).
AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • BRP Group, Inc. • Insurance agents, brokers & service
This AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of March 23, 2020, by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Bradford L. Hale (“Employee”).
INDENTURE dated as of May 24, 2024 among THE BALDWIN INSURANCE GROUP HOLDINGS, LLC THE BALDWIN INSURANCE GROUP HOLDINGS FINANCE, INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and...First Lien Intercreditor Agreement • May 29th, 2024 • Baldwin Insurance Group, Inc. • Insurance agents, brokers & service • New York
INDENTURE, dated as of May 24, 2024, among The Baldwin Insurance Group Holdings, LLC, a Delaware limited liability company (the “Company”), The Baldwin Insurance Group Holdings Finance, Inc., a Florida corporation (the “Co-Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank Trust Company, National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
ContractCredit Agreement • June 18th, 2020 • BRP Group, Inc. • Insurance agents, brokers & service
INCREMENTAL FACILITY AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of June 18, 2020 (this “Amendment”), is made and entered into by and among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), each of the Guarantors party hereto, each of the entities with an Incremental Revolving Credit Commitment (as defined below) listed under the caption “Incremental No. 3 Revolving Credit Lenders” on the signature pages hereto (each, in such capacity, an “Incremental No. 3 Revolving Credit Lender” and, collectively, the “Incremental No. 3 Revolving Credit Lenders”) and JPMORGAN CHASE BANK, N.A., as Agent (in such capacity, the “Agent”). JPMORGAN CHASE BANK, N.A. is acting as sole lead arranger and sole bookrunner.
CONSENT AND DEFENSE AGREEMENTConsent and Defense Agreement • May 9th, 2023 • BRP Group, Inc. • Insurance agents, brokers & service
This Agreement (“Agreement”) is dated May 8, 2023, between Baldwin Insurance Group Holdings, LLC (“Majority Holder”) and BRP Group, Inc. (“Pubco”).
BRP GROUP, INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A constituting this “Agreement”), BRP Group, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an award of Restricted Stock (the “Award”). The Award is granted under and is subject to the BRP Group, Inc. Omnibus Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall control in the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you.
ContractCredit Agreement • March 13th, 2020 • BRP Group, Inc. • Insurance agents, brokers & service
INCREMENTAL FACILITY AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 12, 2020 (this “Amendment”), is made and entered into by and among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), each of the Guarantors party hereto, each of the entities with an Incremental Revolving Credit Commitment (as defined below) listed under the caption “Incremental Revolving Credit Lenders” on the signature pages hereto (each, in such capacity, an “Incremental Revolving Credit Lender” and, collectively, the “Incremental Revolving Credit Lenders”) and JPMORGAN CHASE BANK, N.A., as Agent (in such capacity, the “Agent”). JPMORGAN CHASE BANK, N.A. is acting as sole lead arranger and sole bookrunner.
STOCKHOLDERS AGREEMENTStockholders Agreement • October 31st, 2024 • Baldwin Insurance Group, Inc. • Insurance agents, brokers & service • Delaware
This AGREEMENT, dated as of October 30, 2024 (this “Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation (as amended from time to time, “Charter”)) of Pubco, a “Holder,” and together, the “Holders”) and The Baldwin Insurance Group, Inc. (formerly BRP Group, Inc.) (“Pubco”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2020 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of September 9, 2019 (the “Effective Date”), by and between BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), and Christopher Stephens (“Employee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 13, 2019 by and among HOLDING COMPANY OF THE VILLAGES, INC., as Lender and BALDWIN RISK PARTNERS, LLC as BorrowerCredit Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of March 13, 2019 by and among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), and HOLDING COMPANY OF THE VILLAGES, INC., a Florida corporation (the “Lender”).
ContractCredit Agreement • December 19th, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • New York
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of December 19, 2019 (this “Amendment”), by and among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), CADENCE BANK, N.A. (“Cadence”) as the Existing Agent (as defined below), JPMorgan Chase Bank, N.A. (“JPMorgan”), as the Successor Agent (as defined below) and the several banks and other financial institutions listed on the signature pages hereto (the “Lenders”) to the that certain Third Amended and Restated Credit Agreement dated as of March 13, 2019, among Borrower, the Existing Agent, the several banks and other financial institutions or entities parties thereto (the “Existing Lenders”) (as amended by Amendment No. 1 thereto dated as of September 21, 2019, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
VOTING AGREEMENTVoting Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
AGREEMENT, dated as of [●], 2019 among L. Lowry Baldwin (the “Lowry Baldwin Holder”), and Baldwin Insurance Group Holdings, LLC, Millennial Specialty Holdco, LLC, Elizabeth H. Krystyn, Laura R. Sherman, Trevor L. Baldwin, Kristopher A. Wiebeck, John A. Valentine, Daniel Galbraith, Bradford L. Hale, Joseph D. Finney, Christopher J. Stephens and James Roche (the “BRP Holders,” and together with the Lowry Baldwin Holder, each a “Holder”).
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BALDWIN RISK PARTNERS, LLCLimited Liability Company Agreement • February 28th, 2023 • BRP Group, Inc. • Insurance agents, brokers & service
This First Amendment (the “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement, dated as of October 7, 2019 (the “LLC Agreement”), of Baldwin Risk Partners, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 3, 2020, by and among Baldwin Insurance Group Holdings, LLC, a Delaware limited liability company (“BIGH”), Laura R. Sherman, Laura R. Sherman, as Trustee of the Laura R. Sherman GRAT 2019-1, dated September 30, 2019, Laura R. Sherman, as Trustee of the Laura R. Sherman GRAT 2019-2, dated September 30, 2019, Laura R. Sherman, as Trustee of the Laura R. Sherman GRAT 2020-1, dated September 30, 2020, Elizabeth H. Krystyn, Elizabeth H. Krystyn, as Trustee of the Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, dated September 30, 2019, Elizabeth H. Krystyn, as Trustee of the Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, dated September 30, 2019, Elizabeth H. Krystyn, as Trustee of t
ContractBRP Group, Inc. • May 10th, 2021 • Insurance agents, brokers & service
AMENDMENT No. 1, dated as of May 7, 2021 (this “Amendment”), to the Credit Agreement, dated as of October 14, 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors from time to time party thereto, the several Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used but not defined herein having the meaning provided in the Credit Agreement (as amended hereby).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 31st, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
AGREEMENT, dated as of October 28, 2019 (“Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation of Pubco, a “Holder,” and together, the “Holders”) and BRP Group, Inc. (“Pubco”).
