INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2021 between Ryan Specialty Group Holdings, Inc., a Delaware corporation (the “Company”), and Patrick G. Ryan (“Indemnitee”).
RYAN SPECIALTY GROUP, LLC SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 26, 2021Limited Liability Company Agreement • July 27th, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
This SIXTH 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 Ryan Specialty Group, LLC, a Delaware limited liability company (the “Company”), dated as of July 23, 2021 (the “Effective Date”), is entered into by and among the Company, Ryan Specialty Group Holdings, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).
TAX RECEIVABLE AGREEMENT among RYAN SPECIALTY GROUP HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of July 26, 2021Tax Receivable Agreement • July 27th, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of July 26, 2021, and is between Ryan Specialty Group Holdings, Inc., a Delaware corporation (“PubCo”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding Ryan Specialty Group, LLC, a Delaware limited liability company (“RSG LLC”) and New RSG Holdings, LLC, a Delaware limited liability company (“NEW RSG LLC”), a “TRA Party” and together the “TRA Parties”).
RYAN SPECIALTY GROUP HOLDINGS, INC. 56,918,278 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 27th, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • New York
Ryan Specialty Group Holdings, 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 56,918,278 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 8,537,742 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”.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 27th, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2021, by and among Ryan Specialty Group Holdings, Inc., a Delaware corporation (the “Company”), Patrick G. Ryan (and, together with certain members of his family and various trusts identified on Schedule I hereto, the “Ryan Parties”) and Onex RSG Holdings LP, a Delaware limited partnership (“Onex”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”).
RYAN SPECIALTY GROUP HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 26, 2021, among Ryan Specialty Group Holdings, Inc., a Delaware corporation (the “Company”), Patrick G. Ryan (and, together with the parties listed on the Schedule of Founder Investors attached hereto, the “Founder Investors”) and Onex RSG Holdings LP, a Delaware limited partnership and Onex RSG LP, a Delaware limited partnership (each, an “Onex Investor,” and together, the “Onex Investors” and, together with each Person who executes a Joinder as an “Other Investor”, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
