Ryan Specialty Holdings, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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RYAN SPECIALTY GROUP HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 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 Partnership, a Delaware general 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.

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RYAN SPECIALTY GROUP, LLC SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 26, 2021
Limited 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).

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NEW RYAN SPECIALTY, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 5, 2023
Limited Liability Company Agreement • November 3rd, 2023 • Ryan Specialty Holdings, Inc. • Insurance agents, brokers & service • Delaware

This THIRD 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 New Ryan Specialty, LLC, a Delaware limited liability company (the “Company”), dated as of July 5, 2023 (the “Effective Date”), is entered into by and among the Company, Ryan Specialty Holdings, Inc., a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

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TAX RECEIVABLE AGREEMENT among RYAN SPECIALTY GROUP HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of July 26, 2021
Tax 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”).

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Amended AND Restated TAX RECEIVABLE AGREEMENT among RYAN SPECIALTY HOLDINGS, INC. (f/k/a Ryan Specialty Group Holdings, Inc.) and THE PERSONS NAMED HEREIN Dated as of August 9, 2022
Tax Receivable Agreement • August 12th, 2022 • Ryan Specialty Holdings, Inc. • Insurance agents, brokers & service • Delaware

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of August 9, 2022, and is between Ryan Specialty Holdings, Inc. (f/k/a 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, LLC (f/k/a Ryan Specialty Group, LLC), a Delaware limited liability company (“RSG LLC”) and New Ryan Specialty, LLC (formerly New RSG Holdings, LLC), a Delaware limited liability company (“NEW RSG LLC”), a “TRA Party” and together the “TRA Parties”). This Agreement amends and replaces, and supersedes in its entirety, the Tax Receivable Agreement, dated as of July 26, 2021, by and among PubCo and persons identified therein (the “Original Agreement”)

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RESTRICTED LLC UNIT AGREEMENT (2021 GEARING RLUS) PURSUANT TO THE RYAN SPECIALTY HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Restricted LLC Unit Agreement • February 28th, 2024 • Ryan Specialty Holdings, Inc. • Insurance agents, brokers & service • Delaware
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CLASS C COMMON INCENTIVE UNIT GRANT AGREEMENT (STAKING UNIT) PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Common Incentive Unit Grant Agreement • July 23rd, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS CLASS C COMMON INCENTIVE UNIT GRANT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ryan Specialty Group, LLC, a Delaware limited liability company (the “Company”), and the Participant specified above, pursuant to the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee of Ryan Specialty Group Holdings, Inc. (“Holdings”); and

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NONQUALIFIED STOCK OPTION AGREEMENT (RELOAD OPTION) PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Nonqualified Stock Option Agreement • July 23rd, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ryan Specialty Group Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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RYAN SPECIALTY GROUP HOLDINGS, INC. 56,918,278 Shares of Class A Common Stock Underwriting Agreement
Ryan Specialty Group Holdings, Inc. • July 27th, 2021 • 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”.

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • July 23rd, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ryan Specialty Group Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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COMMON UNIT GRANT AGREEMENT PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Common Unit Grant Agreement • July 23rd, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS COMMON UNIT GRANT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ryan Specialty Group, LLC, a Delaware limited liability company (the “Company”), and the Participant specified above, pursuant to the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee of Ryan Specialty Group Holdings, Inc. (“Holdings”); and

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RESTRICTED STOCK AGREEMENT PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Restricted Stock Agreement • July 23rd, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ryan Specialty Group Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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DIRECTOR NOMINATION AGREEMENT
Director 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”).

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FIRST AMENDMENT TO THE SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RYAN SPECIALTY GROUP, LLC
Limited Liability Company Agreement • May 13th, 2022 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

The undersigned, being the Manager and the holders of all of the outstanding units of Ryan Specialty Group, LLC, a Delaware limited liability company (the “Company”), desire to amend, as of February 17, 2022, the Seventh Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 30, 2021 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2021 (this “Amendment”), is entered into by and among RYAN SPECIALTY GROUP, LLC, a Delaware limited liability company (“Borrower”), each Lender party hereto, which Lenders collectively constitute all Initial Term Lenders and the Required Lenders and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent, and, solely for purposes of Section IV, the other Loan Parties party hereto. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement (as defined below) and the other Loan Documents.

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EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • California

This Employment Agreement (“Agreement”) is made and entered into as of the 25 day of January 2010 (the “Effective Date”) by and between Ryan Specialty Group Services, LLC, a Del aware limited liability company (together with its successors and assigns, the “Employer”), and Timothy Turner (“Executive”, and collectively with the Employer, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 10.

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RYAN SPECIALTY GROUP, LLC, as Issuer the GUARANTORS party hereto from time to time, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 4.375% Senior Secured Notes due 2030 INDENTURE Dated as of February 3, 2022
Ryan Specialty • February 7th, 2022 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • New York

INDENTURE, dated as of February 3, 2022, by and among RYAN SPECIALTY GROUP, LLC (the “Company” or the “Issuer”), a Delaware limited liability company, the GUARANTORS party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).

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9,000,000 Shares of Class A Common Stock Underwriting Agreement
Ryan Specialty Holdings, Inc. • May 24th, 2023 • Insurance agents, brokers & service • New York

Onex RSG LP and Onex RSG Holdings LP (“Onex”) and the additional stockholder named in Schedule 2 hereto (such additional stockholder, the “Additional Selling Stockholder” and, together with Onex, the “Selling Stockholders”) of Ryan Specialty Holdings, Inc., a Delaware corporation (the “Company”), propose to sell to you, the underwriter listed in Schedule 1 hereto (the “Underwriter”), an aggregate of 9,000,000 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company (the “Shares”). The shares of Class A Common Stock of the Company outstanding are referred to herein as the “Stock.”

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February 23, 2021 DELIVERED VIA EMAIL Diane M. Aigotti Dear Diane,
Letter Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service

This letter agreement (the “Agreement”) confirms the agreed upon terms of your separation from Ryan Specialty Group, LLC, and its subsidiaries and affiliates (collectively, the “Company”) effective March 1, 2021 (the “Separation Date”). Reference is made to the following agreements, which, along with any other written agreement between you and the Company, are collectively referred to as the “Existing Agreements”:

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FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW RSG HOLDINGS, LLC
Limited Liability Company Agreement • May 13th, 2022 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

The undersigned, being the Manager and holders of a majority of the outstanding Common Units of New RSG Holdings, LLC, a Delaware limited liability company (the “Company”), desire to amend, as of February 17, 2022, the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 30, 2021 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

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EQUITY PURCHASE AGREEMENT among Sellers, All Risks, LTD, Independent Claims Services, LLC the Skip Jack Entities (for purposes of Article V and Section 8,08 only), Matthew Nichols (for purposes of Article 111, Section 6.02(a) and Section 8,03 only),...
Equity Purchase Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

This EQUITY PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 23, 2020, among Nick Cortezi (“Principal”), in his individual capacity and in his capacity as the Sellers’ Representative, the Persons named on Exhibit A (each, a “Trust Seller” and, collectively, “Trust Sellers” and, together with Principal, each, a “Seller” and, collectively, “Sellers”), All Risks, LTD, a Maryland corporation (“All Risks”), Independent Claims Services, LLC, a Maryland limited liability company (“ICS” and together with All Risks, each a “Company” or together, the “Companies”), Skipjack Premium Finance Company, a Maryland corporation (“Skip Jack MD”), Skipjack Premium Finance Company, a California corporation (“Skip Jack CA”, and together Skip Jack MD, the “Skip Jack Entities”) for purposes of Article V and Section 8,08 only, Matthew Nichols (“Nichols”) for purposes of Article III, Section 6.02(a) and Section 8,03 only, and Ryan Specialty Group, LLC, a Delaware limited liability compan

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • March 16th, 2022 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ryan Specialty Group Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service

This FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “First Amendment”), dated as of August 31, 2020, is made and entered into by and among Nick Cortezi (“Principal”), in his individual capacity and in his capacity as the Sellers’ Representative, All Risks Specialty, LLC, a Maryland limited liability company (“All Risks”), Independent Claims Services, LLC, a Maryland limited liability company (“ICS” and together with All Risks, each a “Company” or together, the “Companies”), Skipjack Premium Finance Company, a Maryland corporation (“Skip Jack MD”), Skipjack Premium Finance Company, a California corporation (“Skip Jack CA”, and together Skip Jack MD, the “Skip Jack Entities”), Matthew Nichols (“Nichols”), and Ryan Specialty Group, LLC, a Delaware limited liability company (“Purchaser”).

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RYAN SPECIALTY GROUP HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
Registration 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.

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CLASS C COMMON INCENTIVE UNIT GRANT AGREEMENT (PSI UNITS) PURSUANT TO THE RYAN SPECIALTY HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN
Class C Common Incentive Unit Grant Agreement • February 28th, 2024 • Ryan Specialty Holdings, Inc. • Insurance agents, brokers & service • Delaware

THIS CLASS C COMMON INCENTIVE UNIT GRANT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ryan Specialty, LLC, a Delaware limited liability company (the “Company”), and the Participant specified above, pursuant to the Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee of Ryan Specialty Holdings, Inc. (“Holdings”); and

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