Bamboo Insurance Services, Inc. Sample Contracts
ContractBoard Membership Agreement • August 28th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service
CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 28th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
Pursuant to, and in accordance with, that certain Securities Purchase Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with Section 4.01(j) hereof, the “Acquisition Agreement”), by and among Merger Sub, Holdings, Miramar Blocker Holdco, L.P., a Delaware limited partnership, Miramar Holdco, LLC, a Delaware limited liability company, the Company, WM PIERCE HOLDINGS, INC., a Delaware corporation, WHITE MOUNTAINS INVESTMENTS (LUXEMBOURG) S.À R.L., a Luxembourg société à responsabilité limitée and PM Holdings LLC, a Delaware limited liability company, the Merger Sub will consummate a merger with and into the Company with the Company as the surviving entity of such merger (the “Closing Date Merger”). The Closing Date Merger and the other transactions set forth in the Acquisition Agreement to be consummated on the date hereof shall be referred to herein as the “Acquisition”.
CLASS B UNIT AWARD AGREEMENTClass B Unit Award Agreement • September 14th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
This CLASS B UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ò ] (the “Grant Date”), is entered into among Miramar Management Aggregator, LLC, a Delaware limited liability company (the “Company”), Miramar Holdco, LLC, a Delaware limited liability company (“Holdco”) and the individual named on the signature page hereto as “Participant” (the “Participant”). Capitalized terms used but not defined herein shall have the meaning set forth in the Company LLC Agreement (as defined below).
MANAGER AGREEMENTManager Agreement • August 28th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
THIS MANAGER AGREEMENT (the “Agreement”) is made as of January 31, 2024, by and between PM Holdings, LLC, a Delaware limited liability company (the “Company”), and William Bloom (“Manager”).
TAX RECEIVABLE AGREEMENT by and among BAMBOO INSURANCE SERVICES, INC., MIRAMAR HOLDCO, LLC, the several TRA PARTIES (as defined herein), and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated as of [ ò ], 2026Tax Receivable Agreement • September 14th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [ ò ] 2026, is hereby entered into by and among Bamboo Insurance Services, Inc., a Delaware corporation (the “Corporation”), Miramar Holdco, LLC, a Delaware limited liability company (the “LLC”), each of the Exchange TRA Parties from time to time party hereto and each of the Reorganization TRA Parties from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
CLASS B UNIT AWARD AGREEMENTClass B Unit Award Agreement • August 28th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
This CLASS B UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ò ] (the “Grant Date”), is entered into among Miramar Management Aggregator, LLC, a Delaware limited liability company (the “Company”), Miramar Holdco, LLC, a Delaware limited liability company (“Holdco”) and the individual named on the signature page hereto as “Participant” (the “Participant”). Capitalized terms used but not defined herein shall have the meaning set forth in the Company LLC Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
This Amended and Restated Employment Agreement (this “Agreement”), dated as of September __, 2026 (the “Effective Date”), is by and between John Chu (the “Executive”) and BAMBOO IDE8 INSURANCE SERVICES, LLC, an Arizona limited liability company (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ l ], 2026, is by and among (i) Bamboo Insurance Services, Inc., a Delaware corporation (“Company”), (ii) Miramar Aggregator, LP, a Delaware limited partnership (together with any Permitted Transferees thereof, “CVC”), (iii) Miramar Blocker HoldCo, LP, a Delaware limited partnership (“Miramar Blocker”), (iv) White Mountains Investments (Luxembourg) S.À R.L., a Luxembourg société à responsabilité limitée (together with any Permitted Transferees thereof, “White Mountains”) and (v) Miramar Management Aggregator LLC, a Delaware limited liability company (together with any Permitted Transferees thereof, “Management Aggregator”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • August 28th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2026 by and between Bamboo Insurance Services, 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 of expenses.
Bamboo Insurance Services, Inc. [●] Shares of Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 14th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Bamboo Insurance Services, Inc., a Delaware corporation (the “Company”), propose to 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 (“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”.
STOCKHOLDERS AGREEMENT OF BAMBOO INSURANCE SERVICES, INC.Stockholders Agreement • September 14th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
This STOCKHOLDERS AGREEMENT, dated as of [ ò ], 2026 (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 Bamboo Insurance Services, Inc., a Delaware corporation (the “Corporation”), Miramar Aggregator, LP, a Delaware limited partnership (“Miramar Aggregator”), and Miramar Blocker Holdco, LP, a Delaware limited partnership (“Miramar Blocker Holdco” and together with Miramar Aggregator, the “Principal Stockholders” and each, a “Principal Stockholder”). Certain terms used in this Agreement are defined in Section 7.
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2026 • Bamboo Insurance Services, Inc. • Insurance agents, brokers & service • Delaware
This Employment Agreement (this “Agreement”), dated as of October 2, 2025, is by and among John Chu (the “Executive”) and BAMBOO IDE8 INSURANCE SERVICES, LLC, an Arizona limited liability company (the “Company”).
MIRAMAR HOLDCO, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ l ], 2026Limited Liability Company Agreement • September 14th, 2026 • Bamboo Insurance Services, 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 Miramar Holdco, LLC, a Delaware limited liability company (the “Company”), dated as of [ l ], 2026 (the “Effective Date”), is entered into by and among the Company, Bamboo Insurance Services, Inc., a Delaware corporation (the “Corporation”), as the sole manager of the Company (the “Manager”), and each of the other Members (as defined herein).