INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2020 by and between GoHealth, Inc., a Delaware corporation (the “Company”), and , a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ 🌑 ], 2020 by and among GoHealth, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Original Equity Owner Parties”).
STOCKHOLDERS AGREEMENT OF GOHEALTH, INC.Stockholders Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of [ 🌑 ], 2020 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among GoHealth, Inc., a Delaware corporation (the “Corporation”), Centerbridge Capital Partners III, L.P., a Delaware limited partnership (“Centerbridge” and the Persons (as defined below) listed on Schedule A hereto, together with Centerbridge, the “Centerbridge Parties”), and NVX Holdings, Inc., a Delaware corporation (“NVX Holdings” and, together with the Centerbridge Parties, the “Original Members”). Certain terms used in this Agreement are defined in Section 9.
TAX RECEIVABLE AGREEMENT by and among GOHEALTH, INC. GOHEALTH HOLDINGS, LLC and THE SEVERAL TRA HOLDERS (AS DEFINED HEREIN) FROM TIME TO TIME PARTY HERETO Dated as of July [🌑], 2020Tax Receivable Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July [ 🌑 ], 2020, is hereby entered into by and among GoHealth, Inc., a Delaware corporation (the “Corporation”), GoHealth Holdings, LLC, a Delaware limited liability company (“GoHealth Holdings”), CB Blizzard Co-Invest Holdings, L.P., a Delaware limited partnership (“CB Blizzard”), CCP III AIV VII Holdings L.P., a Delaware limited partnership (“CCP III AIV”, and together with CB Blizzard, the “Blocker Shareholders”) and each of the Members (as defined herein) from time to time party hereto (collectively with the Blocker Shareholders, the “TRA Holders”).
GoHealth, Inc. Class A Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • New York
Executive Common Unit and Profits Unit AgreementExecutive Common Unit and Profits Unit Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Executive Common Unit and Profits Unit Agreement, dated as of the date set forth on the page immediately following the signature page hereof, is entered into by and among Blizzard Parent, LLC, a Delaware limited liability company (the “Company”), Blizzard Management Feeder, LLC, a Delaware limited liability company (“Management LLC”), and the Executive whose name appears on the signature page hereof (the “Executive”), pursuant to, and subject to the terms of, the Blizzard Parent, LLC Profits Unit Plan. The meaning of each capitalized term may be found in Section 8.
