Compass, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 29th, 2021 • Compass, Inc. • Services-computer programming services • New York
Compass, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNITY AGREEMENTIndemnity Agreement • February 28th, 2024 • Compass, Inc. • Services-computer programming services • Delaware
This Indemnity Agreement, dated as of [*], 20[*], is made by and between Compass, Inc., a Delaware corporation (collectively with its subsidiaries, 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”).
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 4, 2021 among COMPASS, INC., as the Borrower, the other OBLIGORS party hereto, the LENDERS and ISSUING BANKS party hereto and BARCLAYS BANK PLC, as the Administrative Agent, the Collateral...Revolving Credit and Guaranty Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 4, 2021, among COMPASS, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto, and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
Compass Amended and Restated Offer Letter [Date]Letter Agreement • May 13th, 2022 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Prior Agreement”) dated October 15, 2018, which was assigned to Compass Management Holdings, LLC (the “Company” or “Compass”). The effective date of this letter agreement is [Date].[1]
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 4, 2021 among COMPASS, INC., as the Borrower, the other OBLIGORS party hereto, the LENDERS and ISSUING BANKS party hereto and BARCLAYS BANK PLC, as the Administrative Agent, the Collateral...Credit and Guaranty Agreement • May 10th, 2023 • Compass, Inc. • Services-computer programming services • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 4, 2021, among COMPASS, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto, and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
EXCHANGE AGREEMENTExchange Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of , 2021, by and between Compass, Inc., a Delaware corporation (the “Company”), and Robert Reffkin (the “Founder”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 28th, 2024 • Compass, Inc. • Services-computer programming services • New York
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [●] (the “Executive”) and Compass, Inc., a Delaware corporation (the “Company”), on [●], 20[●], and is effective as of [●], 20[●] (the “Effective Date”).
REVOLVING CREDIT AND SECURITY AGREEMENT among COMPASS CONCIERGE SPV I, LLC, as Borrower, COMPASS CONCIERGE, LLC, as Seller, BARCLAYS BANK PLC, as Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO, Dated as of July 31, 2020Revolving Credit and Security Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of July 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among Compass Concierge SPV I, LLC, as Borrower (the “Borrower”), Compass Concierge, LLC, as Seller (the “Seller”), Barclays Bank PLC, as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and each of the Lenders from time to time party hereto.
March 12, 2021 Joseph Sirosh Dear Joseph:Letter Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Company”)1, dated September 25, 2018 (the “Prior Agreement”) effective March 1, 2021.
March 12, 2021 Greg Hart Dear Greg:Letter Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Company” or “Compass”)1, dated February 3, 2020 (the “Prior Agreement”) effective March 1, 2021.
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of March __, 2021, by and between Compass, Inc., a Delaware corporation (the “Company”), and Robert Reffkin (the “Founder”).
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT among COMPASS CONCIERGE SPV I, LLC, as Borrower, COMPASS CONCIERGE, LLC, as Seller, BARCLAYS BANK PLC, as Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO, Dated as of...Revolving Credit and Security Agreement • August 10th, 2021 • Compass, Inc. • Services-computer programming services • New York
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 29, 2021 (the “Amendment Effective Date”), among Compass Concierge SPV I, LLC, as Borrower (the “Borrower”), Compass Concierge, LLC, as Seller (the “Seller”), Barclays Bank PLC, as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and each of the Lenders from time to time party hereto.
AGREEMENT OF LEASE Between 90 FIFTH OWNER LLC, Landlord, and URBAN COMPASS, INC., Tenant. Premises: Entire Third (3rd) and Fourth (4th) Floors 90 Fifth Avenue New York, New YorkLease • January 11th, 2021 • Urban Compass, Inc. • Services-computer programming services • New York
The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:
March 12, 2021 Brad Serwin Dear Brad:Letter Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Company”)1, dated May 11, 2020 (the “Prior Agreement”) effective March 1, 2021.
TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 8th, 2023 • Compass, Inc. • Services-computer programming services
This Amendment No. 1, dated as of August 4, 2023 (this "Amendment"), is among Compass Concierge SPV I, LLC, as Borrower (the "Borrower"), Compass Concierge, LLC, as Seller (the "Seller"), and Barclays Bank PLC, as Administrative Agent (in such capacity, the "Administrative Agent"), and as the sole Lender (in such capacity, the "Majority Lender" and, collectively with the Borrower, the Seller and the Administrative Agent, the "Parties"), amends the Second Amended and Restated Revolving Credit and Security Agreement, dated as of August 5, 2022 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the "Credit Agreement"), among the Parties. Any Capitalized terms used herein and not defined shall have the meaning assigned to it in Appendix A to the Credit Agreement (as amended by this Amendment).
Second Compass Amended and Restated Offer Letter [Date]Compass, Inc. • May 13th, 2022 • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Prior Agreement”) dated February 3, 2020, as amended and restated on March 1, 2021, as further amended and restated from time to time, and which was assigned to Compass Management Holdings, LLC (the “Company” or “Compass”). The effective date of this letter agreement is [Date].[1]
Compass Offer Letter October 24, 2022Compass, Inc. • October 28th, 2022 • Services-computer programming services
We are pleased to offer you a full-time position as Chief Financial Officer at Compass, Inc. (the “Company”), which will be in accordance with the terms of this letter agreement. Your start date shall be on November 15, 2022. The date that you actually start to work is defined as the “Start Date”.
URBAN COMPASS, INC. March 12, 2020Employment Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
You and the Board of Directors (the “Board”) of Urban Compass, Inc. (the “Company”) have agreed to make certain changes to your employment terms, as described in this letter agreement, effective as of the date hereof (hereinafter, this “Letter Agreement”). In consideration of the mutual promises and covenants contained in this Letter Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
AGREEMENT OF LEASE Between 90 FIFTH OWNER LLC, Landlord, and URBAN COMPASS, INC., Tenant. Premises: Entire Third (3rd) and Fourth (4th) Floors 90 Fifth Avenue New York, New YorkAgreement of Lease • March 1st, 2021 • Compass, Inc. • Services-computer programming services • New York
The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:
Compass, Inc. Amended and Restated Cash Bonus AgreementCash Bonus Agreement • February 28th, 2024 • Compass, Inc. • Services-computer programming services • Delaware
This Amended and Restated Cash Bonus Agreement (this “Agreement”) by and between Brad Serwin (“You”) and Compass, Inc. (the “Company”), is dated as of August 17, 2023 and is intended to entirely amend and restate that certain Cash Bonus Agreement between the parties dated December 30, 2020 (the “Old Agreement”) in its entirety.
URBAN COMPASS, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 26, 2019Rights Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • New York
This SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 26th day of July, 2019, by and among URBAN COMPASS, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
Second Compass Amended and Restated Offer Letter [Date]Letter Agreement • May 13th, 2022 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Prior Agreement”) dated November 9, 2018, as amended and restated on March 1, 2021, as further amended and restated from time to time, and which was assigned to Compass Management Holdings, LLC (the “Company” or “Compass”). The effective date of this letter agreement is [Date].[1]
March 13, 2021 Kristen Ankerbrandt Dear Kristen:Letter Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Company”)1, dated November 9, 2018 (the “Prior Agreement”) effective March 1, 2021.
URBAN COMPASS, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 26, 2019Investors’ Rights Agreement • January 11th, 2021 • Urban Compass, Inc. • Services-computer programming services • New York
This SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 26th day of July, 2019, by and among URBAN COMPASS, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
