GOHEALTH HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July [●], 2020Limited Liability Company Agreement • July 8th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of GoHealth Holdings, LLC a Delaware limited liability company (the “Company”), dated as of July [ ● ], 2020 (the “Effective Date”), is entered into by and among the Company, GoHealth, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).
Employment AgreementEmployment Agreement • July 8th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Employment Agreement (the “Agreement”), entered into as of July 7, 2020, is made by and between Shane Cruz (the “Executive”), GoHealth, Inc., a Delaware corporation (“GoHealth”), and GoHealth Holdings, LLC, a Delaware limited liability company (the “Partnership” and, together with GoHealth and any of the Affiliates of GoHealth and the Partnership as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).
GOHEALTH HOLDINGS, LLC AMENDMENT NO. 1 TO DIRECTOR PROFITS UNIT AGREEMENTAgreement • July 8th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service
The Board of Managers of GoHealth Holdings, LLC (the “Company”) has approved an amendment to the vesting provisions set forth in the Director Profits Unit Agreement between you and the Company dated February 17, 2020 (the “Profits Unit Agreement”), effective as of the date of the initial public offering of GoHealth, Inc. (the “IPO”). This letter serves as an amendment (the “Amendment”) to the Profits Unit Agreement. All capitalized terms in this Amendment, to the extent not defined herein, shall have the meanings provided in the Profits Unit Agreement.
Director Profits Unit AgreementDirector Profits Unit Agreement • July 8th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Director Profits Unit Agreement, dated as of the date set forth on the page immediately following the signature page hereof, is entered into by and between Blizzard Parent, LLC, a Delaware limited liability company (the “Company”) and the Director whose name appears on the signature page hereof (the “Director”), 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.
GOHEALTH, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT IPO AWARDAgreement • July 8th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
GoHealth, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), in connection with its initial public offering, hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 7th, 2020 (the “Effective Date”) is made by and between Norvax, LLC (“Norvax”), GoHealth, Inc. (“GoHealth”), GoHealth Holdings, LLC (the “Partnership” and, together with GoHealth and any of the Affiliates of GoHealth and the Partnership as may employ the Executive from time to time, and any successor(s) thereto, the “Company”), and Brandon Cruz (the “Executive”).
AMENDMENT NO. 1 TO EXECUTIVE COMMON UNIT AND PROFITS INTEREST AGREEMENTExecutive Common Unit and Profits Interest Agreement • July 8th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Amendment No. 1 (the “Amendment”) to the Executive Common Unit and Profits Unit Agreement by and among GoHealth Holdings, LLC, a Delaware limited liability company (the “Company”), Blizzard Management Feeder, LLC, a Delaware limited liability company (“Management LLC”), and [_________] (the “Executive”), dated [_________] (the “Profits Unit Agreement”) is entered into, and agreed to, as of [_________] by the Company, Management LLC, the Executive, and Blizzard Aggregator, LLC, a Delaware limited liability company (the “CBP Member”).
