INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2020 by and between GoHealth, Inc., a Delaware corporation (the “Company”), and , a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
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).
INCREMENTAL FACILITY AGREEMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 20th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • New York
CREDIT AGREEMENT, dated as of September 13, 2019 (as amended by Amendment No. 1, dated as of March 20, 2020, Incremental Facility Agreement and Technical Amendment No. 2, dated as of May 7, 2020 and as further amended by Incremental Facility Agreement No. 23, dated as of May 7June 11, 2020, this “Agreement”), among BLIZZARD MIDCO, LLC, a Delaware limited liability company (“Initial Holdings”), BLIZZARD MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), and after giving effect to the Merger, NORVAX, LLC, a Delaware limited liability company (“Norvax”), the LENDERS and ISSUING BANKS party hereto and OWL ROCK CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 23, 2022 by and among GoHealth, Inc., a Delaware corporation (the “Corporation”), and each Person listed on the signature pages hereto (such Persons, collectively, the “Series A Investors”).
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”).
ContractCredit Agreement and Incremental Facility Agreement • November 10th, 2021 • GoHealth, Inc. • Insurance agents, brokers & service • New York
GOHEALTH, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock • June 6th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
GoHealth, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Inducement Award Plan, as amended from time to time (the “Plan”), 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.
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.
ContractEmployment Agreement • August 16th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
EX 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation And General Release Agreement (this “Agreement”) is entered by and between Shane Cruz (“Executive”) and Norvax, LLC, GoHealth, Inc., a Delaware corporation (“GoHealth”), GoHealth...Separation and General Release Agreement • August 10th, 2023 • GoHealth, Inc. • Insurance agents, brokers & service • Illinois
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”).
AMENDMENT NO. 10 TO THE CREDIT AGREEMENTCredit Agreement • March 17th, 2023 • GoHealth, Inc. • Insurance agents, brokers & service • New York
CREDIT AGREEMENT, dated as of September 13, 2019 (as amended by Amendment No. 1, dated as of March 20, 2020, Incremental Facility Agreement and Technical Amendment No. 2, dated as of May 7, 2020, Incremental Facility Agreement No. 3, dated as of June 11, 2020, Amendment No. 4 to Credit Agreement and Incremental Facility Agreement, dated as of May 7, 2021, Amendment No. 5 to Credit Agreement and Incremental Facility Agreement, dated as of June 11, 2021, Amendment No. 6 to Credit Agreement and Incremental Facility Agreement, dated as of November 10, 2021, Amendment No. 7 to Credit Agreement, dated as of March 14, 2022, Amendment No. 8 to the Credit Agreement, dated as of August 12, 2022, and as further amended, this “Agreement”), among BLIZZARD MIDCO, LLC, a Delaware limited liability company (“Initial Holdings”), BLIZZARD MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), and after giving effect to the Merger, NORVAX, LLC, a Delaware limited liability company (“Norvax
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.
GoHealth, Inc. Class A Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • New York
ContractRestrictive Covenants Agreement • March 16th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
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.
ContractEmployment Agreement • August 16th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
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”).
US-DOCS\121695209.2 (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter...GoHealth, Inc. • May 13th, 2021 • Insurance agents, brokers & service • Delaware
ContractGoHealth, Inc. • August 16th, 2022 • Insurance agents, brokers & service
INVESTMENT AGREEMENT by and among GOHEALTH, INC. and the PURCHASERS identified on Schedule 1 attached hereto Dated as of September 23, 2022Investment Agreement • September 26th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This INVESTMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 23, 2022, is by and among (i) GoHealth, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 5.07, the “Company”) and (ii) the purchasers identified on Schedule 1 attached hereto (together with any of their respective successors and any Affiliate that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 5.07, each a “Purchaser”, and collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
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”).
ContractEmployment Agreement • March 16th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GOHEALTH HOLDINGS, LLCLimited Liability Company Agreement • September 26th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement of GoHealth Holdings, LLC (including the exhibits hereto, this “Amendment”) is effective as of September 23, 2022. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Second Amended and Restated Limited Liability Company Agreement of GoHealth Holdings, LLC, dated July 15, 2020 (as amended, together with all schedules, exhibits and annexes thereto, the “LLC Agreement”).
Executive Common Unit and Profits Unit AgreementUnit and Profits Unit Agreement • July 6th, 2020 • GoHealth, Inc. • Insurance agents, brokers & service • Delaware
This Executive Common Unit and Profits Unit Agreement, dated as of the date set forth on the page immediately following the signature page hereof, is entered into by and among Blizzard Parent, LLC, a Delaware limited liability company (the “Company”), Blizzard Management Feeder, LLC, a Delaware limited liability company (“Management LLC”), and the Executive whose name appears on the signature page hereof (the “Executive”), 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.
AMENDMENT NO. 7 TO THE CREDIT AGREEMENTThe Credit Agreement • March 16th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • New York
CREDIT AGREEMENT, dated as of September 13, 2019 (as amended by Amendment No. 1, dated as of March 20, 2020, Incremental Facility Agreement and Technical Amendment No. 2, dated as of May 7, 2020, Incremental Facility Agreement No. 3, dated as of June 11, 2020, Amendment No. 4 to Credit Agreement and Incremental Facility Agreement, dated as of May 7, 2021, Amendment No. 5 to Credit Agreement and Incremental Facility Agreement, dated as of June 11, 2021, and as further amended by Amendment No. 6 to Credit Agreement and Incremental Facility Agreement, dated as of November 10, 2021, Amendment No. 7 to Credit Agreement, dated as of March 14, 2022, and as further amended, this “Agreement”), among BLIZZARD MIDCO, LLC, a Delaware limited liability company (“Initial Holdings”), BLIZZARD MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), and after giving effect to the Merger, NORVAX, LLC, a Delaware limited liability company (“Norvax”), the LENDERS and ISSUING BANKS party here
Execution Version AMENDMENT NO. 11 TO THE CREDIT AGREEMENT AMENDMENT NO. 11 TO THE CREDIT AGREEMENT, dated as of March 12, 2024 (this “Agreement”), by and among the Borrower (as defined below), each other Guarantor (as defined in the Credit Agreement)...Credit Agreement • March 14th, 2024 • GoHealth, Inc. • Insurance agents, brokers & service • New York
ContractEmployment Agreement • May 10th, 2022 • GoHealth, Inc. • Insurance agents, brokers & service • Illinois
