INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021 between Ryan Specialty Group Holdings, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
RYAN SPECIALTY GROUP HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration 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.
RYAN SPECIALTY GROUP, LLC SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2021Limited Liability Company Agreement • June 21st, 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 , 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).
TAX RECEIVABLE AGREEMENT among RYAN SPECIALTY GROUP HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of , 2021Tax Receivable Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of , 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”).
NONQUALIFIED STOCK OPTION AGREEMENT (RELOAD OPTION) PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • June 21st, 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
RYAN SPECIALTY GROUP HOLDINGS, INC. [•] Shares of Class A Common Stock Underwriting AgreementRyan Specialty Group Holdings, Inc. • June 21st, 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 [•] 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 [•] 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”.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RYAN SPECIALTY GROUP HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • June 21st, 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
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 21st, 2021 • Ryan Specialty Group Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit 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.
EMPLOYMENT AGREEMENTEmployment 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.
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”:
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
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENTEquity 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”).
