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 2nd, 2018 • Goosehead Insurance, Inc. • 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 2nd, 2018 • Goosehead Insurance, Inc. • 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 2nd, 2018 • Goosehead Insurance, Inc. • 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.
REORGANIZATION AGREEMENT Dated as of April 26, 2018Reorganization Agreement • May 2nd, 2018 • Goosehead Insurance, Inc. • Insurance agents, brokers & service • New York
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.
STOCKHOLDERS AGREEMENTStockholders Agreement • May 2nd, 2018 • Goosehead Insurance, Inc. • Insurance agents, brokers & service • Delaware
AGREEMENT, dated as of May 1, 2018 among Mark E. Jones, Robyn Jones, Michael C. Colby, Jeffrey Saunders, 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, Mark E. Jones, Jr., The Colby 2014 Family Trust, The Preston Michael Colby 2014 Trust, The Lyla Kate Colby 2014 Trust and Texas Wasatch Insurance Partners, L.P. (each, together with his, her or its permitted transferees pursuant to Section 8.02(c) of the Amended and Restated Limited Liability Company Agreement of Goosehead Financial, LLC, a “Holder,” and together, the “Holders”) and Goosehead Insurance, Inc. (“Pubco”).
