ANGI HOMESERVICES INC. CLASS A COMMON STOCK Underwriting AgreementUnderwriting Agreement • December 13th, 2018 • ANGI Homeservices Inc. • Services-advertising • New York
The stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) of ANGI Homeservices Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to Goldman Sachs & Co. LLC, as the Underwriter (the “Underwriter”) an aggregate of 1,504,082 shares (the “Shares”) of Class A Common Stock, par value $0.001 per share (“Stock”) of the Company.
ANGI GROUP, LLC, as Issuer, the Guarantors from time to time parties hereto, and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 20, 2020 3.875% Senior Notes due 2028Indenture • August 20th, 2020 • ANGI Homeservices Inc. • Services-advertising • New York
INDENTURE, dated as of August 20, 2020, among ANGI GROUP, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors from time to time parties hereto and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2023 • Angi Inc. • Services-advertising • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of November 13, 2023, by and between Jeffrey W. Kip (“Executive”) and Angi Inc., a Delaware corporation (the “Company”), and is effective as of November 13, 2023 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2017 • ANGI Homeservices Inc. • Services-advertising • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Chris Terrill (“Executive”) and ServiceMagic, Inc., a Delaware corporation (the “Company” or “ServiceMagic”), and is effective as of May 16, 2011 (the “Effective Date”).
FORM OF TAX SHARING AGREEMENT by and between IAC/INTERACTIVECORP and ANGI HOMESERVICES INC. Dated as ofTax Sharing Agreement • August 28th, 2017 • ANGI Homeservices Inc. • Services-advertising
This Tax Sharing Agreement (this “Agreement”), dated as of [ ], is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“Parent”), and ANGI Homeservices Inc., a Delaware corporation (“NewCo”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between IAC/INTERACTIVECORP and ANGI HOMESERVICES INC. Dated as ofEmployee Matters Agreement • August 28th, 2017 • ANGI Homeservices Inc. • Services-advertising
This Employee Matters Agreement, dated as of [·] (this “Agreement”), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and ANGI Homeservices Inc., a Delaware corporation (“NewCo,” and, together with IAC, the “Parties” and each, a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2017 • ANGI Homeservices Inc. • Services-advertising • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Chris Terrill (“Executive”) and ANGI Homeservices Inc., a Delaware corporation (the “Company”), and is effective upon the date (the “Effective Date”) on which the Effective Time occurs. “Effective Time” has the meaning set forth in the Agreement and Plan of Merger (the “Merger Agreement”), by and among Angie’s List, Inc., IAC/InterActiveCorp (“IAC”), the Company and Casa Merger Sub, Inc., dated as of May 1, 2017. All capitalized terms used herein that are not defined herein shall be as set forth in the Standard Terms and Conditions attached hereto.
FORM OF INVESTOR RIGHTS AGREEMENT by and between IAC/INTERACTIVECORP and ANGI HOMESERVICES INC. Dated as ofInvestor Rights Agreement • June 30th, 2017 • ANGI Homeservices Inc. • Delaware
This Investor Rights Agreement (this “Agreement”), dated as of [·], is made by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and ANGI Homesevices Inc., a Delaware corporation (“NewCo” and, together with IAC, the “Parties” and each a “Party”).
INTERCOMPANY NOTEIntercompany Note • October 2nd, 2017 • ANGI Homeservices Inc. • Services-advertising • New York
FOR VALUE RECEIVED, ANGI Homeservices Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of IAC Group, LLC, a Delaware limited liability company (the “Lender”), in lawful money of the United States of America, the principal amount of this intercompany note (this “Note”), which amount the Borrower has borrowed from the Lender on or following the date hereof pursuant to this Note, together with interest and any additional principal and other amounts as provided herein.
CONTRIBUTION AGREEMENT by and between IAC/INTERACTIVECORP and ANGI HOMESERVICES INC. Dated as of September 29, 2017Contribution Agreement • October 2nd, 2017 • ANGI Homeservices Inc. • Services-advertising • Delaware
This Contribution Agreement, dated as of September 29, 2017 (this “Agreement”), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and ANGI Homeservices Inc, a Delaware corporation and wholly owned Subsidiary of IAC (“NewCo” and, together with IAC, the “Parties” and each a “Party”).
SERVICES AGREEMENT by and between IAC/INTERACTIVECORP and ANGI HOMESERVICES INC. Dated as of September 29, 2017Services Agreement • October 2nd, 2017 • ANGI Homeservices Inc. • Services-advertising • Delaware
This Services Agreement, dated as of September 29, 2017 (this “Services Agreement”), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”), and ANGI Homeservices Inc., a Delaware corporation (“NewCo” and, together with IAC, the “Parties” and each a “Party”).
REGISTRATION RIGHTS AGREEMENT by and among ANGI HOMESERVICES INC. and THE HOLDERS NAMED HEREINRegistration Rights Agreement • October 22nd, 2018 • ANGI Homeservices Inc. • Services-advertising • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2018 (this “Agreement”), is by and among (i) ANGI Homeservices Inc., a Delaware corporation (the “Company”), (ii) the persons listed on Schedule A-1 hereto (such persons, in their capacity as holders of Registrable Securities (as defined below), including any permitted transferees hereunder, the “Non-Investor Holders”) and (iii) the persons listed on Schedule A-2 hereto (such persons, in their capacity as holders of Registrable Securities, including any permitted transferees hereunder, the “Investor Holders” and, together with the Non-Investor Holders, the “Holders” and each, a “Holder”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2024 • Angi Inc. • Services-advertising
THIS AMENDMENT EMPLOYMENT AGREEMENT (“Amendment”) is made among Jeffrey W. Kip (the “Executive”) and Angi Inc., a Delaware corporation (the “Company”).
ContractCredit Agreement • August 12th, 2020 • ANGI Homeservices Inc. • Services-advertising
AMENDMENT NO. 1, dated as of August 12, 2020 (this “Amendment”). Reference is made to the Amended and Restated Credit Agreement dated as of of November 5, 2018 among ANGI HOMESERVICES INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”) and Collateral Agent and the various other parties thereto (as further amended, restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.
October 10, 2022 Oisin Hanrahan Angi Inc. Denver, CO 80205 Dear Oisin:Separation Agreement • October 11th, 2022 • Angi Inc. • Services-advertising • New York
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Angi Inc. (the “Company”) and you (collective throughout as “parties”) hereby agree to the termination of your employment with the Company upon the terms and conditions of this agreement (this “Separation Agreement”) set forth below. Reference is made to the Employment Agreement (the “Employment Agreement”), by and between you and the Company, effective as of February 24, 2021.
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • April 9th, 2024 • Angi Inc. • Services-advertising • Delaware
This PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), dated as of April 5, 2024 (“Effective Date”), is entered into by and between Angi Inc. (“ANGI”) and Jeffrey W. Kip (“Executive”).
September 8, 2020Advisory Agreement • September 11th, 2020 • ANGI Homeservices Inc. • Services-advertising • Colorado
This letter agreement sets forth the terms upon which ANGI Homeservices, Inc., a Delaware corporation (the “Company”), agrees to enter into an advisory arrangement with you (“Advisor”) relating to your service as an advisor to the Company effective upon your separation as an employee of the Company as of December 31, 2020, or such earlier date as the parties mutually agree (the “Effective Date”). The Company and Advisor (each, a “party” and together, the “parties”) hereby agree as follows:
December 5, 2022 Re Executive Transition Agreement Dear Mr. Dua,Executive Transition Agreement • December 5th, 2022 • Angi Inc. • Services-advertising
Angi Inc. (the “Company”) and you have voluntarily agreed to enter into this Agreement, which sets forth the complete understanding regarding the cessation of your service as Chief Revenue Officer, Services, pursuant to the employment agreement between you and the Company dated February 24, 2021 (the “Employment Agreement”), your agreement to provide transition services, and related commitments and obligations arising out of the termination of the employment relationship between you and the Company. The Company accepts your decision to no longer serve as the Company’s Chief Revenue Officer, Services as of December 5, 2022 (the “Effective Date”) and further agrees that from and after such date, you will serve in the role of Senior Advisor through March 31, 2023 (the “Separation Date”). In consideration of the mutual promises contained herein, and for other good and valuable consideration, the sufficiency and receipt of which are acknowledged, you and the Company (each, a “party” and tog
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 28th, 2017 • ANGI Homeservices Inc. • Services-advertising
This AMENDMENT NO. 1 (this “Amendment”) to the Merger Agreement (as defined below) is dated as of August 26, 2017 and is made by and among Angie’s List, Inc., a Delaware corporation (the “Company”), IAC/InterActiveCorp, a Delaware corporation (“IAC”), ANGI Homeservices Inc., a Delaware corporation and wholly owned Subsidiary of IAC that was formerly known as Halo TopCo, Inc. (“NewCo”), and Casa Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of NewCo (“Merger Sub”).
JOINDER AND REAFFIRMATION AGREEMENTJoinder and Reaffirmation Agreement • August 12th, 2020 • ANGI Homeservices Inc. • Services-advertising • New York
JOINDER AND REAFFIRMATION AGREEMENT, dated as of August 12, 2020 (this “Agreement”), among ANGI Homeservices Inc., a Delaware Corporation (the “Existing Borrower”), ANGI Group, LLC, a Delaware limited liability company (the “Successor Borrower”), each of the subsidiaries of the Borrower set forth on Schedule 1 hereto (the “Reaffirming Parties”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below and as collateral agent (the “Collateral Agent”) for the Secured Parties.
