Vacasa, Inc. Sample Contracts

INDEMNIFICATION And Advancement AGREEMENT
Indemnification and Advancement Agreement • November 8th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Vacasa, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

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RECITALS
Revolving Credit Agreement • August 9th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • New York

REVOLVING CREDIT AGREEMENT, dated as of October 7, 2021 (as amended by Amendment No. 1, dated as of December 8, 2021, and as further amended by Amendment No. 2, dated as of June 20, 2023, this “Agreement”), among Vacasa Holdings LLC, a Delaware limited liability company (“Holdings”), V-Revolver Sub LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A.,, as Administrative Agent, Collateral Agent and an Issuing Bank.

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RECITALS
Revolving Credit Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • New York

REVOLVING CREDIT AGREEMENT, dated as of October 7, 2021 (as amended by Amendment No. 1, dated as of December 8, 2021, this “Agreement”), among Vacasa Holdings LLC, a Delaware limited liability company (“Holdings”), V-Revolver Sub LLC , a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A.,, as Administrative Agent, Collateral Agent and an Issuing Bank.

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FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VACASA HOLDINGS LLC Dated as of December 6, 2021
Limited Liability Company Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

THE LIMITED LIABILITY COMPANY INTERESTS IN VACASA HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGER AND ANY HOLDER OF SUCH INTERESTS.

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COLLATERAL AGREEMENT dated as of December 6, 2021 among VACASA HOLDINGS LLC, V-REVOLVER SUB LLC, THE OTHER GRANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Collateral Agent
Collateral Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • New York

COLLATERAL AGREEMENT, dated as of December 6, 2021 (this “Agreement”), among VACASA Holdings llc, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), the other GRANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity and together with successors in such capacity, the “Collateral Agent”).

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VACASA LLC CHANGE IN CONTROL AND RETENTION AGREEMENT
Change in Control and Retention Agreement • August 9th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Oregon

This Change in Control and Retention Agreement (the “Agreement”) is made between Vacasa LLC (the “Company”) and Bruce Schuman (the “Executive”), effective as of June 1, 2023 (the “Effective Date”).

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CONTRIBUTION AGREEMENT dated as of March 7, 2021 by and among TURNKEY VACATION RENTALS, INC. TURNKEY VACATIONS, INC. and VACASA HOLDINGS LLC
Contribution Agreement • October 22nd, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This CONTRIBUTION AGREEMENT, dated as of March 7, 2021 (this “Agreement”), is made by and among TurnKey Vacations, Inc., a Delaware corporation (the “Contributor”), Turnkey Vacation Rentals, Inc., a Delaware corporation (the “Company”) and Vacasa Holdings LLC, a Delaware limited liability company (“Acquiror” and, together with the Contributor and the Company, the “Parties”).

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TRANSITION AGREEMENT
Transition Agreement • May 10th, 2024 • Vacasa, Inc. • Services-to dwellings & other buildings • Texas

This Transition Agreement (“Agreement”) is made by and between John Banczak (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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VACASA HOLDINGs LLC Amendment No. 2 To Note PURCHASE Agreement and NOTES
Note Purchase Agreement • October 22nd, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 21, 2020, between VACASA HOLDINGS LLC, a limited liability company established under the laws of the State of Delaware (“Holdings” or the “Issuer”), each Person listed on Schedule A hereto (as it may be updated from time to time) (collectively, the “Purchasers” and each, a “Purchaser”) and Wilmington Savings Fund Society, FSB, a federal savings bank, as the Administrative Agent and Collateral Agent (as such terms are defined herein) (together with Holdings and the Purchasers, the “Parties”, and each, a “Party”).

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AMENDMENT NO. 1 TO VACASA, INC. STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 15th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings

This Amendment No. 1 (this “Amendment”) to the Vacasa, Inc. Stockholders Agreement, dated as of December 6, 2021 (the “Stockholders Agreement”), by and among Vacasa, Inc. (the “Issuer”), the Silver Lake Stockholders, the Riverwood Stockholders, the Level Equity Stockholders, the TPG Stockholders and the EB Stockholders, is made and entered into as of August 16, 2022 by and among the Issuer, the Silver Lake Stockholders, the Riverwood Stockholders, the Level Equity Stockholders, the TPG Stockholders and the EB Stockholders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Stockholders Agreement.

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VACASA LLC CHANGE IN CONTROL AND RETENTION AGREEMENT
Control and Retention Agreement • October 22nd, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • California

This Change in Control and Retention Agreement (the “Agreement”) is made between Vacasa LLC (the “Company”) and Matt Roberts on (the “Executive”), effective as of July 23, 2021 (the “Effective Date”).

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TAX RECEIVABLE AGREEMENT by and among VACASA, INC., VACASA HOLDINGS LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein), REPRESENTATIVE (as defined herein), and OTHER PERSONS FROM TIME...
Tax Receivable Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated December 6, 2021, is hereby entered into by and among Vacasa, Inc., a Delaware corporation (the “Corporation”), Vacasa Holdings LLC, a Delaware limited liability company (the “LLC”), each of the Exchange TRA Parties from time to time party hereto, each of the Reorganization TRA Parties from time to time party hereto, and the Representative (as defined below). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.

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GUARANTEE AND COLLATERAL AGREEMENT dated as of May 21, 2020 among VACASA HOLDINGS LLC as Holdings THE OTHER NOTE PARTIES IDENTIFIED HEREIN and Wilmington Savings Fund Society, FSB as Collateral Agent
Guarantee and Collateral Agreement • October 22nd, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • New York
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DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Silver Lake Stockholders (as hereinafter defined).

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VACASA LLC CHANGE IN CONTROL AND RETENTION AGREEMENT
And Retention Agreement • March 21st, 2022 • Vacasa, Inc. • Services-to dwellings & other buildings • Colorado

This Change in Control and Retention Agreement (the “Agreement”) is made between Vacasa LLC (the “Company”) and Craig Smith (the “Executive”), effective as of April 12, 2021 (the “Effective Date”).

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DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the EB Stockholders (as hereinafter defined).

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Contract
Collateral Agreement • November 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings

SUPPLEMENT NO. 1 dated as of October 6, 2023 (this “Supplement”), to the Collateral Agreement dated as of December 6, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”), VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), the other GRANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity and together with successors in such capacity, the “Collateral Agent”).

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July 24, 2021 Matt Roberts Employment Offer – Chief Executive Officer Dear Matt,
Vacasa, Inc. • October 22nd, 2021 • Services-to dwellings & other buildings

Previously, you and Vacasa LLC (the “Company”) entered into an offer letter agreement dated June 12, 2020 (the “Prior Letter”) that set forth certain terms of your employment as Chief Executive Officer of the Company. This letter outlines the updated terms of your employment with the Company and amends and supersedes your Prior Letter.

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DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Level Equity Stockholders (as hereinafter defined).

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DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • June 8th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Riverwood Stockholders (as hereinafter defined).

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • August 9th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Colorado

This Separation and Release Agreement (“Agreement”) is made by and between Craig Smith (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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Contract
Vacasa, Inc. • November 8th, 2023 • Services-to dwellings & other buildings

SUPPLEMENT NO. 1, dated as of October 6, 2023 to the Guarantee Agreement, dated as of October 7, 2021 (the “Guarantee Agreement”), among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), the other subsidiaries of the Borrower party thereto (Holdings and such subsidiaries being collectively referred to as the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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GUARANTEE AGREEMENT dated as of October 7, 2021 among VACASA HOLDINGS LLC, V-REVOLVER SUB LLC, THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Guarantee Agreement • October 22nd, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • New York

GUARANTEE AGREEMENT, dated as of October 7, 2021 (this “Agreement”), among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), the SUBSIDIARY GUARANTORS identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties.

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TRANSITION AGREEMENT
Transition Agreement • May 9th, 2023 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

This Transition Agreement (“Agreement”) is made by and between Jamie Cohen (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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UNIT APPRECIATION RIGHT AGREEMENT
Unit Appreciation Right Agreement • November 8th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Oregon

Unless otherwise defined herein, the terms defined in the Vacasa Holdings LLC 2016 Equity Compensation Incentive Plan (the “Plan”) will have the same meanings in this Unit Appreciation Right Agreement (the “Agreement”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of December 6, 2021 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Company”) and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each individually, a “Holder”).

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CONSULTING AGREEMENT
Consulting Agreement • March 21st, 2022 • Vacasa, Inc. • Services-to dwellings & other buildings • Oregon

This Consulting Agreement (“Agreement”) is entered into as of February 11, 2021 (the “Effective Date”), between VACASA LLC (“Company”), and CRAIG SMITH, (“Consultant”).

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