REDFIN CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 20, 2020 0% Convertible Senior Notes due 2025Indenture • October 20th, 2020 • Redfin Corp • Real estate agents & managers (for others) • New York
INDENTURE dated as of October 20, 2020 between Redfin Corporation, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Redfin CorporationUnderwriting Agreement • July 19th, 2018 • Redfin Corp • Real estate agents & managers (for others) • New York
Redfin Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman Sachs & Co. LLC is acting as representative (the “Representative”) an aggregate of $125,000,000 principal amount of the 1.75% Convertible Senior Notes due 2023 (the “Firm Securities”), which will be convertible into shares of common stock, par value $0.001 per share (“Common Stock” and any shares of Common Stock issuable upon conversion of the Securities (as defined below), including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change or notice of redemption, the “Underlying Securities”), cash or a combination of cash and Common Stock at the election of the Company, and, at the election of the Underwriters, up to an aggregate of $18,750,000 addit
REDFIN CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 25, 2021 0.50% Convertible Senior Notes due 2027Indenture • March 25th, 2021 • Redfin Corp • Real estate agents & managers (for others) • New York
INDENTURE dated as of March 25, 2021 between Redfin Corporation, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 17th, 2017 • Redfin Corp • Real estate agents & managers (for others) • Delaware
This Indemnification Agreement, dated as of , 2017 is made by and between Redfin Corporation, a Delaware corporation (the “Company”), and , a director, officer, or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
MORTGAGE WAREHOUSE AGREEMENT by and between REDFIN MORTGAGE, LLC, A DELAWARE LIMITED LIABILITY COMPANY, and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION DATED: DECEMBER 21, 2016 AGREEMENT NO.:Mortgage Warehouse Agreement • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others) • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2020 • Redfin Corp • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of April 1, 2020 (the “Closing Date”) by and among Redfin Corporation, a Delaware corporation (the “Company”), and Durable Capital Master Fund LP, a limited partnership organized under the laws of the Cayman Islands (the “Buyer”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below) unless otherwise defined herein.
AMENDED AND RESTATED OFFICE LEASE BY AND BETWEEN HUDSON 1099 STEWART STREET, LLC, as Landlord, and REDFIN CORPORATION, as TenantOffice Lease • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others) • Washington
THIS AMENDED AND RESTATED OFFICE LEASE (“Lease”), dated effective as of May 9, 2016 (the “Effective Date”), is made by and between HUDSON 1099 STEWART STREET, LLC, a Delaware limited liability company (“Landlord”), as successor-in-interest to HILL7 DEVELOPERS, LLC, a Delaware limited liability company (“Prior Landlord”), and REDFIN CORPORATION, a Delaware corporation (“Tenant”). This Lease amends and restates the terms of the Office Lease between Tenant and Prior Landlord dated May 9, 2016, and is made effective as of the Effective Date.
REDFIN CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others) • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 15, 2014, by and among Redfin Corporation, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (each, an “Investor” and, together, the “Investors”). This Agreement amends and restates in its entirety that certain Investors’ Rights Agreement, dated as of November 7, 2013, among the Company and the Investors set forth therein (the “Prior Agreement”).
ASSET PURCHASE AGREEMENT BY AND AMONG RENTPATH HOLDINGS, INC., REDFIN CORPORATION AND THE OTHER SELLERS NAMED HEREIN Dated as of February 19, 2021Asset Purchase Agreement • February 19th, 2021 • Redfin Corp • Real estate agents & managers (for others) • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 19, 2021, by and among RentPath Holdings, Inc., a Delaware corporation (the “Company”), and the direct or indirect wholly-owned Subsidiaries of the Company set forth on Schedule A (together with the Company, each a “Seller” and collectively the “Sellers”), and Redfin Corporation, a Delaware corporation (the “Buyer”). Each of the Buyer and each Seller is referred to herein as a “Party” and, collectively, as the “Parties”.
MASTER REPURCHASE AGREEMENT Between REDFIN MORTGAGE, LLC A DELAWARE LIMITED LIABILITY COMPANY as Seller and WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION as Buyer dated as of June 15, 2017Master Repurchase Agreement • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others) • Arizona
Redfin Mortgage, LLC, a Delaware limited liability company (“Seller”) has entered into that certain Master Repurchase Agreement dated as of June 15, 2017 as the same may be amended or supplemented from time to time (the “Repurchase Agreement”), by and between Seller and Western Alliance Bank, an Arizona corporation. All capitalized terms not defined herein shall have the meanings given them in the Repurchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2022 • Redfin Corp • Real estate agents & managers (for others) • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of [_], 2022 (the “Effective Date”) by and among Redfin Corporation, a Delaware corporation (the “Company”), Brett McGovern as the Member Representative (the “Member Representative”), and the parties identified on Schedule A hereto (each, a “Member” and together, the “Members”). Capitalized terms used herein have the respective meanings ascribed thereto in the Merger Agreement (as defined below) unless otherwise defined herein. This Agreement shall only be effective as of the date of the Closing (the “Closing Date”) and if the Merger Agreement shall terminate in accordance with Article VIII (Termination) of the Merger Agreement, this Agreement shall immediately terminate, without the consent of any of the parties hereto, and be of no further force or effect.
MERGER AGREEMENT dated as of January 10, 2022 by and among REDFIN CORPORATION (“Buyer”), RUBY MERGER SUB LLC (“Merger Sub”), BE HOLDCO, LLC (“Holdings”), and BRETT McGOVERN (the “Member Representative”)Merger Agreement • January 11th, 2022 • Redfin Corp • Real estate agents & managers (for others) • Delaware
This Merger Agreement (this “Agreement”) is entered into as of January 10, 2022, by and among REDFIN CORPORATION, a Delaware corporation (“Buyer”), RUBY MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), BE HOLDCO, LLC, a Delaware limited liability company (“Holdings”), and BRETT McGOVERN (the “Member Representative”). Buyer, Merger Sub, Holdings, and the Member Representative are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
REDFIN CORPORATION August 29, 2023Advisory Services Agreement • November 2nd, 2023 • Redfin Corp • Real estate agents & managers (for others)
This letter agreement (the “Agreement”) is to confirm our understanding with respect to your service to Redfin Corporation (the “Company”) as an advisor to the Company. The Company looks forward to a continued mutually beneficial association with you on the following terms, which are hereby made effective as of September 8 2023, the date on which you will begin providing advisory services to the Company (the “Effective Date”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2020 • Redfin Corp • Real estate agents & managers (for others) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 29, 2020, by and between Redfin Corporation, a Delaware corporation (the “Company”), and Durable Capital Master Fund LP, a limited partnership organized under the laws of the Cayman Islands (the “Buyer”).
GUARANTYGuaranty • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others) • Arizona
THIS GUARANTY (“Guaranty”) is made as of June 15, 2017, by REDFIN CORPORATION, (collectively, jointly, severally, and jointly and severally, the “Guarantor”), whose address is set forth below, in favor of WESTERN ALLIANCE BANK, an Arizona corporation (“Buyer”), whose address is set forth below.
Redfin Corporation Amended & Restated Employment Offer Letter June 27, 2017 Adam Wiener C/O Redfin CorporationEmployment Agreement • February 14th, 2019 • Redfin Corp • Real estate agents & managers (for others)
Redfin Corporation Amended & Restated Employment Offer Letter June 27, 2017 Scott Nagel C/O Redfin CorporationEmployment Agreement • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others)
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2020 • Redfin Corp • Real estate agents & managers (for others) • New York
This AMENDMENT NO. 2 TO LOAN AGREEMENT AND SECURITY AGREEMENT (this “Amendment”) is made as of March 27, 2020, by and among REDFINNOW BORROWER LLC (the “Borrower”), REDFINNOW PLEDGOR LLC (solely with respect to Sections 3(e) and 3(f) below) (the “Pledgor” and collectively with the Borrower, the “Loan Parties”), REDFIN CORPORATION (solely with respect to Section 3(f) below), (“Guarantor”, and together with the Loan Parties, the “Relevant Parties”), the Lenders (as defined below) party hereto and GOLDMAN SACHS BANK USA, as Administrative Agent (the “Administrative Agent”), under that certain Loan and Security Agreement dated as of July 26, 2019, by and among the Borrower, the Lenders party thereto from time to time (collectively, the “Lenders”) and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the L
EXECUTION VERSION TERM LOAN AND SECURITY AGREEMENT APOLLO ADMINISTRATIVE AGENCY LLC (AS ADMINISTRATIVE AGENT) WITH REDFIN CORPORATION (AS BORROWER), EACH GUARANTOR FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND APOLLO...Term Loan and Security Agreement • November 2nd, 2023 • Redfin Corp • Real estate agents & managers (for others)
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 2nd, 2023 • Redfin Corp • Real estate agents & managers (for others) • Washington
This Change in Control Severance Agreement (the “Agreement”) is entered into by and between ________________ (the “Executive”) and Redfin Corporation, a Delaware corporation (“Redfin”), is effective as of the date that this Agreement is signed (the “Effective Date”). This Agreement was approved by the Board, or a committee thereof, on [DATE] (the “Approval Date”). This Agreement supersedes and replaces in its entirety any prior Change in Control Severance Agreement between Executive and the Company (“Prior Agreement”).
Redfin Corporation Amended & Restated Employment Offer Letter June 27, 2017 Glenn Kelman C/O Redfin CorporationEmployment Agreement • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others)
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 6th, 2019 • Redfin Corp • Real estate agents & managers (for others) • New York
This AMENDMENT NO. 1 TO LOAN AGREEMENT AND SECURITY AGREEMENT (this “Amendment”) is made as of September 17, 2019, by and among REDFINNOW BORROWER LLC (the “Borrower”), REDFINNOW PLEDGOR LLC (solely with respect to Sections 3(e) and 3(f) below) (the “Pledgor” and collectively with the Borrower, the “Loan Parties”), REDFIN CORPORATION (solely with respect to Section 3(f) below), (“Guarantor”, and together with the Loan Parties, the “Relevant Parties”), the Lenders (as defined below) party hereto and GOLDMAN SACHS BANK USA, as Administrative Agent (the “Administrative Agent”), under that certain Loan and Security Agreement dated as of July 26, 2019, by and among the Borrower, the Lenders party thereto from time to time (collectively, the “Lenders”) and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in t
REDFIN CORPORATION August 29, 2023Separation Agreement • November 2nd, 2023 • Redfin Corp • Real estate agents & managers (for others) • Washington
This letter confirms the agreement (“Agreement”) between you and Redfin Corporation (the “Company”) concerning the terms of your separation and advisory services, and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
LOAN AND SECURITY AGREEMENT amongLoan and Security Agreement • November 6th, 2019 • Redfin Corp • Real estate agents & managers (for others) • New York
This is a LOAN AND SECURITY AGREEMENT, dated as of July 26, 2019, among REDFINNOW BORROWER LLC, a Delaware limited liability company (the “Borrower”), GOLDMAN SACHS BANK USA, as lender and the persons from time to time party hereto as lenders (each, a “Lender” and collectively, the “Lenders”) and GOLDMAN SACHS BANK USA, in its capacity as administrative agent acting for and on behalf of the Lenders (the “Administrative Agent”).
Redfin Corporation Amended & Restated Employment Offer Letter June 27, 2017 Chris Nielsen C/O Redfin CorporationEmployment Agreement • February 22nd, 2018 • Redfin Corp • Real estate agents & managers (for others)
Redfin Corporation Amended & Restated Employment Offer Letter June 27, 2017 Bridget Frey C/O Redfin CorporationEmployment Agreement • June 30th, 2017 • Redfin CORP • Real estate agents & managers (for others)
