REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto and BRP GROUP, INC. Dated as of [●], 2019Registration Rights Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [●], 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 • September 23rd, 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 [•], 2019, 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 [●], 2019Tax Receivable Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Florida
This AMENDED AND RESTATED 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 Kris Wiebeck (“Employee”).
BRP Group, Inc. [•] Shares of Class A Common Stock Underwriting AgreementBRP Group, Inc. • September 23rd, 2019 • 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 [•] shares of Class A Common Stock, par value $[•] per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
REORGANIZATION AGREEMENTManagement Incentive Unit Agreement • September 23rd, 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 [•], 2019, by and among the Company, BRP Group, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
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”).
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”).
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”).
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.
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”).
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”).
THIRD AMENDED AND RESTATED LOAN AGREEMENT by and among BALDWIN RISK PARTNERS, LLC as Borrower CADENCE BANK, N.A. as Administrative Agent and Collateral Agent CADENCE BANK, N.A. AND JPMORGAN CHASE BANK, N.A. as Co-Bookrunners and Joint Lead Arrangers...Loan Agreement • September 23rd, 2019 • BRP Group, Inc. • Insurance agents, brokers & service
THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of March 13, 2019 (the “Closing Date”), by and among BALDWIN RISK PARTNERS, LLC, a Delaware limited liability company (the “Company” or “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 Agreement (together with Cadence, each a “Lender”, and collectively the “Lenders”), and Cadence in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
