AMENDMENT NO. 1
EXECUTIVE COMMON UNIT AND PROFITS INTEREST AGREEMENT
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).
R E C I T A L S
WHEREAS, pursuant to the Profits Unit Agreement, the Company indirectly granted to the Executive [__] Profits Units of the Company, to be held indirectly as provided therein, subject to the Profits Unit Agreement, the Blizzard Parent, LLC Profits Unit Plan, dated September 13, 2019 (the Plan), the Company Operating Agreement, and the Management LLC Agreement;
WHEREAS, GoHealth, Inc., a Delaware corporation (GoHealth), the parent entity of the Company, is contemplating an initial underwritten public offering of shares of its Class A Common Stock (the IPO);
WHEREAS, in connection with the IPO, the Executive, GoHealth and the Company are entering into that certain Employment Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Employment Agreement), under which the Executive is accepting the role of [_________] of the Company, effective as of the date of the consummation of the IPO (the Effective Time); and
WHEREAS, in connection with, conditioned upon, and as consideration for the execution of the Employment Agreement, the Company, Management LLC, and the Executive desire to amend the terms of the Profits Unit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Effective Time. This Amendment shall become effective as of the Effective Time. In the event the consummation of the IPO does not occur, this Amendment shall not go into effect and shall be void ab initio.
2. Definitions. Unless otherwise defined herein, words and terms shall have the meanings assigned in the Profits Unit Agreement.
3. Addition of Defined Terms. The following definitions are hereby added to Section 8 of the Profits Unit Agreement to read as follows:
CBP Group means (i) Blizzard Aggregator, LLC, a Delaware limited liability company, (ii) CB Blizzard Co-Invest Holdings, L.P., a Delaware limited partnership, (iii) CCP III AIV VII Holdings L.P., a Delaware limited partnership, (iv) CB Blizzard Co-Invest, L.P., a Delaware limited partnership, (v) CCP III AIV VII L.P., a Delaware limited partnership, and (vi) Centerbridge Capital Partners, SBS III, L.P., a Delaware limited partnership, in each case together with any Affiliate or successor entity thereto.
Earnout Note shall have the meaning provided in that certain Purchase and Sale Agreement by and among Blizzard Aggregator, LLC, CCP III Blizzard Feeder, LLC, NVX Holdings, Inc., Norwest Equity Partners IX, LP, Greiner Investments, LLC, Blizzard Management Feeder, LLC, and Brandon M. Cruz to be entered into in connection with the GoHealth IPO, as amended, restated, supplemented or otherwise modified from time to time.
GoHealth means GoHealth, Inc, a Delaware corporation (and any successor entity thereto).
GoHealth IPO means the IPO of GoHealth.