NINTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTTWFG, Inc. • June 24th, 2024 • Insurance agents, brokers & service
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into on June 30, 2017, and is dated effective for all purposes as of June 5, 2017, among TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower” and the “Parent”), and successor by conversion to RFB Interests, Inc., a Texas corporation, and PNC BANK, NATIONAL ASSOCIATION (the “Lender” or “Bank”).
BRANCH OFFICE AGREEMENT (NEW INSURANCE AGENCY)Branch Office Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
This TWFG BRANCH OFFICE AGREEMENT is entered into as of the _____ day of _______________________, 20____ (“Effective Date”) by, and between TWFG INSURANCE SERVICES, LLC, (“TWFG”), a Texas limited liability company, with its principal offices located at: 1201 Lake Woodlands Drive, Suite 4020, The Woodlands, Texas 77380, and _____________________________________________________________________________________
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service • New York
THIS CREDIT AGREEMENT is dated as of May 23, 2023 and is made by and among TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower”), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swingline Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined).
First Amendment to Intercompany Services & Cost Allocation AgreementCost Allocation Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
This First Amendment to the RFB Interests, Inc. dba TWFG Intercompany Services & Cost Allocation Agreement is made and entered into this _3rd_ day of February, 2020, by and among RFB Interests, Inc. DBA The Woodlands Financial Group (“TWFG”) and its subsidiaries (each an “Affiliate” and together the “Affiliates”) identified in the signature lines below this First Amendment.
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto and TWFG, INC. Dated as of [•], 2024Registration Rights Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service • Texas
This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2024 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), is made among TWFG, 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.
AMENDED MANAGING GENERAL AGENCY AND CLAIMS ADMINISTRATION AGREEMENTGeneral Agency and Claims Administration Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
This Amended Managing General Agency And Claims Administration Agreement (“Agreement”) dated as of August 1, 2022 (“Effective Date”) is entered into by and between The Woodlands Insurance Company (the “Company”), an insurance company organized under the laws of the State of Texas, and TWFG General Agency, LLC (“MGA” or “Agency”), a Texas limited liability company.
ContractIndependent Agent Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
THIS AGREEMENT, made on this the ____________ day of ____________________, 20____ is entered into, by, and between TWFG General Agency, LLC (“TWFG General Agency” or “TWFG”), with offices at 1201 Lake Woodlands, Suite 4020, The Woodlands, TX 77380, and
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 5th, 2022 (the “Effective Date”), between TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower”) and successor by conversion to RFB Interests, Inc., a Texas corporation, and PNC BANK, NATIONAL ASSOCIATION, as successor in interest to BBVA USA, an Alabama banking corporation (“Lender”). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
TWFG, INC. [●] Shares of Class A Common Stock Underwriting AgreementTWFG, Inc. • June 24th, 2024 • Insurance agents, brokers & service • New York
TWFG, 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 $0.01 per share (the “Class A Common Stock”), 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”.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 22, 2020, but effective for all purposes as of June 29, 2020 (the “Fourth Amendment Effective Date”), between TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower”) and successor by conversion to RFB Interests, Inc., a Texas corporation, and BBVA USA, an Alabama banking corporation, formerly known as Compass Bank (“Lender”). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 2nd, 2021, but effective for all purposes as of June 29, 2021 (the “Effective Date”), between TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower”) and successor by conversion to RFB Interests, Inc., a Texas corporation, and BBVA USA, an Alabama banking corporation (“Lender”). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment") is entered into as of March 22, 2018 (the “First Amendment Effective Date"), between TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower") and successor by conversion to RFB Interests, Inc., a Texas corporation, and COMPASS BANK, an Alabama banking corporation (“Lender"). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (together with Exhibit A attached hereto, this “Amendment”) is dated as of December 19, 2022 (the “Effective Date”) and is made by and among TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower”), TWFG GENERAL AGENCY, LLC, a Texas limited liability company (“General Agency”), TWFG INSURANCE SERVICES, LLC, a Texas limited liability company (“TWFG Insurance” and together with General Agency, collectively, the “Guarantors”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”) under the Existing Agreement, as hereinafter defined (all such parties, the “Parties”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment") is entered into as of July 18, 2018, but effective for all purposes as of June 4, 2018 (the “Second Amendment Effective Date"), between TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Borrower") and successor by conversion to RFB Interests, Inc., a Texas corporation, and COMPASS BANK, an Alabama banking corporation ("Lender"). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
RFB INTERESTS, INC. DBA TWFG INTERCOMPANY SERVICES & COST ALLOCATION AGREEMENTIntercompany Services • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
This Intercompany Services and Cost Allocation Agreement (this “Agreement”) is entered into on October 1, 2017 to be retroactively in force as of January 1, 2017. The Agreement is by and among RFB Interests, Inc. DBA The Woodlands Financial Group (TWFG) and its subsidiaries (each an “Affiliate” and together the “Affiliates”) identified in the signature lines below this Agreement.
Second Amendment to Intercompany Services & Cost Allocation AgreementCost Allocation Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
This Second Amendment (“Second Amendment”) to the RFB Interests, Inc. dba TWFG Intercompany Services & Cost Allocation Agreement (“Agreement”) is made and entered into this _1st_ day of June, 2022, by and among TWFG Holding Company, LLC as successor of RFB Interests, Inc. DBA The Woodlands Financial Group (“TWFG”) and its subsidiaries (each an “Affiliate” and together the “Affiliates”) as identified in the Intercompany Agreement and in the signature block below.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE TWFG, INC.Restricted Stock Unit Award Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service
Pursuant to the TWFG, Inc. 2024 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), TWFG, Inc. (together with any successor thereto, the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above, subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (this “Agreement”) and in the Plan. Each Restricted Stock Unit awarded hereunder shall relate to one share of Class A common stock, par value $0.01 per share, of the Company (the “Stock”).
TAX RECEIVABLE AGREEMENT among TWFG, INC., TWFG HOLDING COMPANY, LLC, and THE PERSONS NAMED HEREIN Dated as of [●], 2024Tax Receivable Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 2024, is hereby entered into by and among TWFG, Inc., a Delaware corporation (the “Corporate Taxpayer”), TWFG Holding Company, 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [l], 2024 between TWFG, Inc., a Delaware corporation (the “Company”), and [l] (“Indemnitee”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TWFG HOLDING COMPANY, LLC Dated as of [●]Limited Liability Company Agreement • June 24th, 2024 • TWFG, Inc. • Insurance agents, brokers & service • Texas
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF TWFG HOLDING COMPANY, LLC, a Texas limited liability company (the “Company”), dated as of [•], by and among the Company, TWFG, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
