REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto and TWFG, INC. Dated as of July 19, 2024Registration Rights Agreement • July 23rd, 2024 • TWFG, Inc. • Insurance agents, brokers & service • Texas
This REGISTRATION RIGHTS AGREEMENT, dated as of July 19, 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.
REORGANIZATION AGREEMENTReorganization Agreement • July 23rd, 2024 • TWFG, Inc. • Insurance agents, brokers & service • Texas
This REORGANIZATION AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 17, 2024, is hereby entered into by and among TWFG, Inc., a Delaware corporation (“PubCo”), TWFG Holding Company, LLC a Texas limited liability company (“OpCo”), Bunch Family Holdings LLC, a Texas limited liability company (“Bunch Holdings”), RenaissanceRe Ventures U.S. LLC, a Delaware limited liability company (“RenRe”) and GHC Woodlands Holdings LLC, a Delaware limited liability company (“GHC”).
TAX RECEIVABLE AGREEMENT among TWFG, INC., TWFG HOLDING COMPANY, LLC, and THE PERSONS NAMED HEREIN Dated as of July 19, 2024Tax Receivable Agreement • July 23rd, 2024 • TWFG, Inc. • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 19, 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.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TWFG HOLDING COMPANY, LLC Dated as of July 17, 2024Limited Liability Company Agreement • July 23rd, 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 July 17, 2024, by and among the Company, TWFG, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
TWFG, INC. 11,000,000 Shares of Class A Common Stock Underwriting AgreementTWFG, Inc. • July 23rd, 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 11,000,000 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 1,650,000 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”.
