GOHEALTH HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 15, 2020Limited Liability Company Agreement • July 17th, 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 15, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 15, 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 17th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of July 15, 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 15, 2020Tax Receivable Agreement • July 17th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 15, 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”).
