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...
Exhibit 10.3
by and among
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 TO TIME PARTY HERETO
Dated as of December 6, 2021
CONTENTS
Page
Article I. DEFINITIONS | 2 | |
Section 1.1 | Definitions | 2 |
Section 1.2 | Rules of Construction | 10 |
Article II. DETERMINATION OF REALIZED TAX BENEFIT | 11 | |
Section 2.1 | Attribute Schedule | 11 |
Section 2.2 | Tax Benefit Schedule | 11 |
Section 2.3 | Procedures, Amendments | 12 |
Article III. TAX BENEFIT PAYMENTS | 13 | |
Section 3.1 | Timing and Amount of Tax Benefit Payments | 13 |
Section 3.2 | No Duplicative Payments | 14 |
Section 3.3 | Pro Rata Payments | 14 |
Article IV. TERMINATION | 15 | |
Section 4.1 | Early Termination of Agreement; Breach of Agreement | 15 |
Section 4.2 | Early Termination Notice | 17 |
Section 4.3 | Payment upon Early Termination | 17 |
Article V. SUBORDINATION AND LATE PAYMENTS | 18 | |
Section 5.1 | Subordination | 18 |
Section 5.2 | Late Payments by the Corporation | 18 |
Article VI. TAX MATTERS; CONSISTENCY; COOPERATION | 18 | |
Section 6.1 | Participation in the Corporation’s and the LLC’s Tax Matters | 18 |
Section 6.2 | Consistency | 18 |
Section 6.3 | Cooperation | 19 |
Article VII. MISCELLANEOUS | 20 | |
Section 7.1 | Notices | 20 |
Section 7.2 | Counterparts; Electronic Signature | 21 |
Section 7.3 | Entire Agreement; No Third-Party Beneficiaries | 21 |
Section 7.4 | Governing Law | 21 |
Section 7.5 | Severability | 21 |
Section 7.6 | Assignments; Amendments; Successors; No Waiver | 21 |
Section 7.7 | Resolution of Disputes | 23 |
Section 7.8 | Reconciliation | 24 |
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Section 7.9 | Representative | 24 |
Section 7.10 | Withholding | 24 |
Section 7.11 | Transfers of Corporate Assets | 25 |
Section 7.12 | Confidentiality | 26 |
Section 7.13 | Change in Law | 27 |
Section 7.14 | Interest Rate Limitation | 27 |
Section 7.15 | Independent Nature of Rights and Obligations | 27 |
Section 7.16 | LLC Agreement | 27 |
Section 7.17 | Tax Characterization and Elections | 28 |
Section 7.18 | Payment Amounts | 28 |
Annex A | - | Blocker Entities |
Annex B | - | Exchange TRA Parties |
Annex C | - | Reorganization TRA Parties |
Exhibit A | - | Form of Joinder Agreement |
Exhibit B | - | Net Tax Benefit Splits |
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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.
WHEREAS, the Exchange TRA Parties hold (or prior to an Exchange will hold) Units;
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Article I.
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both (i) the singular and plural and (ii) the active and passive forms of the terms defined).
“Actual Tax Liability” means, with respect to any Taxable Year, the actual liability for U.S. federal, state and local income Taxes of (i) the Corporation and (ii) without duplication, the LLC, but in the case of this clause (ii) only with respect to U.S. federal, state and local income Taxes imposed on the LLC and allocable to the Corporation; provided, that the actual liability for Taxes described in clauses (i) and (ii) shall be calculated (a) assuming that Subsequently Acquired TRA Attributes do not exist, (b) for purposes of calculating the state and local Actual Tax Liability of the Corporation, using the U.S. federal taxable income of the Corporation used in determining the U.S. federal income Actual Tax Liability of the Corporation for the Taxable Year (for the avoidance of doubt taking into account the application of clause (c) below) multiplied by the Assumed State and Local Tax Rate, and (c) assuming, for purposes of calculating the liability for U.S. federal income Taxes, in order to prevent double counting, that state and local income and franchise Taxes are not deductible by the Corporation for U.S. federal income Tax purposes.
“Advance Payment” is defined in Section 3.1(b) of this Agreement.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.
“Agreed Rate” means a per annum rate of LIBOR plus 100 basis points.
“Agreement” is defined in the preamble to this Agreement.
“Amended Schedule” is defined in Section 2.3(b) of this Agreement.
“Assumed State and Local Tax Rate” means the Tax rate equal to the sum of the product of (x) the LLC’s income and franchise Tax apportionment rate(s) for each state and local jurisdiction in which the LLC files income or franchise Tax Returns for the relevant Taxable Year and (y) the highest corporate income and franchise Tax rate(s) for each such state and local jurisdiction in which the LLC files income or franchise Tax Returns for each relevant Taxable Year; provided, that the Assumed State and Local Tax Rate calculated pursuant to the foregoing shall be reduced by the assumed U.S. federal income Tax benefit received by the Corporation with respect to state and local jurisdiction income and franchise Taxes (with such benefit calculated as the product of (a) the Corporation’s marginal U.S. federal income Tax rate for the relevant Taxable Year and (b) the Assumed State and Local Tax Rate (without regard to this proviso)). At the Corporation’s election, the Corporation shall be entitled to determine the Assumed State and Local Tax Rate for a given Taxable Year as of January 1 of the relevant Taxable Year based on good faith estimates of its expected apportionment rates for such Taxable Year and on the Tax rates in effect in relevant jurisdictions as of January 1 of the relevant Taxable Year.
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“Attributable” is defined in Section 3.1(b) of this Agreement.
“Attribute Schedule” is defined in Section 2.1 of this Agreement.
“Basis Adjustment” means the increase or decrease to the Tax basis of, or the Corporation’s share of, the Tax basis of the Reference Assets (i) under Sections 734(b), 743(b) and 754 of the Code and, in each case, the comparable sections of U.S. state and local Tax law (in situations where, following an Exchange, the LLC remains in existence as an entity for Tax purposes) and (ii) under Sections 732, 734(b) and 1012 of the Code and, in each case, the comparable sections of U.S. state and local Tax law (in situations where, as a result of one or more Exchanges, the LLC becomes an entity that is disregarded as separate from its owner for Tax purposes), in each case, as a result of any Exchange and any payments made under this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred.
“Blocker Entities” means the entities listed on Annex A.
“Board” has the meaning set forth in the Corporation’s certificate of incorporation (as amended).
“Business Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in New York are closed.
“Change of Control” has the meaning given to the term “PubCo Approved Change of Control” in the LLC Agreement.
“Class A Common Stock” means Class A common stock, $0.00001 par value per share, of the Corporation.
“Class B Common Stock” means Class B common stock, $0.00001 par value per share, of the Corporation.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or other agreement.
“Corporation” is defined in the preamble to this Agreement.
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“Credit Event” means: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Corporation or the LLC or any of its Subsidiaries that directly or indirectly owns substantially all assets of the business carried on by PubCo, or their debts, or of a substantial part of their assets, under any U.S. federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Corporation or the LLC or any of its Subsidiaries that directly or indirectly owns substantially all assets of the business carried on by PubCo or for a substantial part of their assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) calendar days or an order or decree approving or ordering any of the foregoing shall be entered; or (b) the Corporation or the LLC or any of its Subsidiaries that directly or indirectly owns substantially all assets of the business carried on by PubCo shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any U.S. federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (a) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Corporation or the LLC or any of its Subsidiaries that directly or indirectly owns substantially all assets of the business carried on by PubCo or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing.
“Credit Event Notice” is defined in Section 4.1(d) of this Agreement.
“Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be based on the most recent Tax Benefit Schedules or Amended Schedules, if any, in existence at the time of such determination; provided, that, for the avoidance of doubt, the computation of the Cumulative Net Realized Tax Benefit shall be adjusted to reflect any applicable Determination with respect to any Realized Tax Benefits and/or Realized Tax Detriments.
“Default Rate” means a per annum rate of LIBOR plus 500 basis points.
“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of law, as applicable, or any other event (including the execution of IRS Form 870-AD), including a settlement with the applicable Taxing Authority, that finally and conclusively establishes the amount of any liability for Tax and shall also include the acquiescence of the Corporation to the amount of any assessed liability for Tax.
“Direct Exchange” is defined in the recitals to this Agreement.
“Dispute” is defined in Section 7.7(a) of this Agreement.
“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.
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“Early Termination Effective Date” is defined in Section 4.2 of this Agreement.
“Early Termination Notice” is defined in Section 4.2 of this Agreement.
“Early Termination Payment” is defined in Section 4.3(b) of this Agreement.
“Early Termination Rate” means the lesser of (i) 6.50% per annum, compounded annually, and (ii) LIBOR plus 150 basis points.
“Early Termination Schedule” is defined in Section 4.2 of this Agreement.
“Exchange” means any Direct Exchange or Redemption. For purposes of this Agreement, sales of Units made on or around the date of this Agreement by the TRA Parties to the Corporation in exchange for cash shall constitute Exchanges (including, for the avoidance of doubt, those sales made by the TRA Parties pursuant to the terms of the Business Combination Agreement).
“Exchange TRA Parties” means the Persons listed on Annex B.
“Executive Director” has the meaning set forth in the Corporation’s certificate of incorporation (as amended).
“Expert” is defined in Section 7.8 of this Agreement.
“Hypothetical Tax Liability” means, with respect to any Taxable Year, the hypothetical liability for U.S. federal, state and local income Taxes of (i) the Corporation and (ii) without duplication, the LLC, but in the case of this clause (ii) only with respect to U.S. federal, state and local income Taxes imposed on the LLC and allocable to the Corporation, in each case using the same methods, elections, conventions, and practices used on the relevant Corporation Tax Return, but (a) calculated without taking into account the Pre-Reorganization Covered Tax Assets and the Exchange Covered Tax Assets (including, for the avoidance of doubt, any carryforward or carryback of any Tax item attributable to the Pre-Reorganization Covered Tax Assets and the Exchange Covered Tax Assets), (b) for purposes of calculating the state and local Hypothetical Tax Liability of the Corporation, using the hypothetical U.S. federal taxable income of the Corporation used in determining the hypothetical liability for U.S. federal income Taxes of the Corporation for the Taxable Year multiplied by the Assumed State and Local Tax Rate, and (c) assuming, for purposes of calculating the hypothetical liability for U.S. federal income Taxes, in order to prevent double counting, that state and local income and franchise Taxes are not deductible by the Corporation for U.S. federal income Tax purposes. Furthermore, the Hypothetical Tax Liability shall be calculated assuming that the Subsequently Acquired TRA Attributes do not exist.
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“Imputed Interest” in respect of a TRA Party means any interest imputed under the provisions of the Code with respect to the Corporation’s payment obligations in respect of such TRA Party under this Agreement.
“Interest Amount” is defined in Section 3.1(b) of this Agreement.
“IRS” means the U.S. Internal Revenue Service.
“Joinder” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.
“LIBOR” means during any period, the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Corporation as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the first day of such period as the London interbank offered rate for U.S. dollars having a borrowing date and a maturity comparable to such period (or if (i) there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, (ii) the Corporation, acting reasonably and in good faith, has made a determination that LIBOR is no longer a widely recognized benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars or (iii) the applicable supervisor or administrator (if any) of LIBOR has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans in the U.S. loan market in U.S. dollars, a comparable replacement rate determined by the Corporation reasonably and in good faith at such time, which determination shall be conclusive absent manifest error); provided, that at no time shall LIBOR be less than zero percent (0%).
“LLC” is defined in the preamble to this Agreement.
“LLC Agreement” means that certain Limited Liability Company Agreement of the LLC, dated as of the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.
“Market Value” means the Common Unit Redemption Price, as defined in the LLC Agreement, determined as of an Early Termination Date (treating such Early Termination Date as a Redemption Date).
“Maximum Rate” is defined in Section 7.14 of this Agreement.
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“Net Tax Benefit” is defined in Section 3.1(b) of this Agreement.
“Objection Notice” is defined in Section 2.3(a) of this Agreement.
“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity (or series thereof, to the extent such series is treated as a separate entity for U.S. federal income Tax purposes).
“Pre-Exchange Transfer” means any transfer of one or more Units (including upon the death of a Member) (i) that prior to a Redemption or Direct Exchange of such Units and (ii) to which Section 743(b) of the Code applies.
“Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit until there has been a Determination.
“Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.
“Reconciliation Dispute” is defined in Section 7.8 of this Agreement.
“Reconciliation Procedures” is defined in Section 2.3(a) of this Agreement.
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“Redemption” is defined in the recitals to this Agreement.
“Reference Asset” means any tangible or intangible asset (including for this purpose any items of deferred revenue and any adjustments under Section 481 of the Code) of the LLC or any of its successors or assigns, and any asset held by any entities in which the LLC owns a direct or indirect equity interest that are treated as a partnership or disregarded entity for U.S. federal income Tax purposes (but only to the extent such entities are held directly or only through other entities treated as partnerships or disregarded entities) for purposes of the applicable Tax, as of the relevant date. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.
“Reorganization” is defined in the recitals to this Agreement.
“Reorganization TRA Parties” means the persons listed on Annex C.
“Representative” means SLP Venice Holdings, L.P., a Delaware limited partnership.
“Rules” is defined in Section 7.7(a) of this Agreement.
“Schedule” means any of the following: (i) an Attribute Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule, and, in each case, any amendments thereto.
“Senior Obligations” is defined in Section 5.1 of this Agreement.
“Subsequently Acquired TRA Attributes” means, except as otherwise determined by the Board (with the approval of the Representative), any net operating losses, Tax basis or other Tax attributes to which any of the Corporation, the LLC or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by an Exchange TRA Party) after the date of this Agreement to the extent such net operating losses, Tax basis and other Tax attributes are subject to a Tax receivable agreement (or comparable agreement) entered into by the Corporation or any of its Affiliates pursuant to which any member of the Corporation is obligated to pay over amounts with respect to Tax benefits resulting from such net operating losses or other Tax attributes.
“Subsidiary” means, with respect to any Person and as of the date of any determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls, more than fifty percent (50%) of the voting power or other similar interests, or the sole general partner interest, or managing member or similar interest, of such Person.
“Tax Benefit Payment” is defined in Section 3.1(b) of this Agreement.
“Tax Benefit Schedule” is defined in Section 2.2(a) of this Agreement.
“Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.
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“Taxable Year” means a taxable year of the Corporation under the Code or comparable sections of U.S. state or local Tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the closing date of the Reorganization.
“Taxes” means any and all U.S. federal, state or local taxes, assessments or other charges that are based on or measured with respect to net income or profits (including alternative minimum taxes) and any interest related to such taxes.
“Taxing Authority” means any national, U.S. federal, state, county, municipal, or other local government, or any subdivision, agency, commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation to Tax matters.
“TRA Parties” means the Exchange TRA Parties and the Reorganization TRA Parties.
“Business Combination Agreement” means that certain Business Combination Agreement, dated as of July 28, 2021, by and among TPG Pace Solutions Corp., an exempted company incorporated in the Cayman Islands, the Blocker Merger Subs (as defined therein), the Blockers (as defined therein), including Turnkey Vacations, Inc., Vacasa, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Vacasa Holdings LLC, a Delaware limited liability company, and, solely for the purpose of Section 12.2 of the Business Combination Agreement, the Blocker Holders (as defined therein).
“Treasury Regulations” means the final, temporary, and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant Taxable Year.
“U.S.” means the United States of America.
“Units” is defined in the recitals to this Agreement.
“Valuation Assumptions” means, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date:
(1) the Corporation will have taxable income and gain sufficient to fully use the Pre-Reorganization Covered Tax Assets and the Exchange Covered Tax Assets (including any Pre-Reorganization Covered Tax Assets or Exchange Covered Tax Assets that are net operating losses, excess interest deduction, or credit carryforwards or carryovers (determined as of the Early Termination Date) during such Taxable Year or in the earliest future Taxable Year in which such deductions or other attributes would become available;
(2) the U.S. federal income Tax rates and the state and local Tax rates (for purposes of calculating the Assumed State and Local Tax Rate) that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, except to the extent any change to such Tax rates for such Taxable Year have already been enacted into law;
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(3) all taxable income of the Corporation will be subject to the maximum applicable Tax rate for U.S. federal income Tax purposes throughout the relevant period, and the Tax rate for U.S. state and local income Taxes shall be the Assumed State and Local Tax Rate as in effect for the Taxable Year of the Early Termination Date;
(4) any non-amortizable assets (that have not already been disposed of) will be disposed of in a fully taxable transaction on the fifth (5th) anniversary of the Early Termination Date;
(5) if, on the Early Termination Date, any Exchange TRA Party has Units that have not been Exchanged, then such Units shall be deemed to be Exchanged for the Market Value that would be received by such Exchange TRA Party if such Units had been Exchanged on the Early Termination Date, and such Exchange TRA Party shall be deemed to receive the amount of cash such Exchange TRA Party would have been entitled to pursuant to Section 4.3(a) had such Units actually been Exchanged on the Early Termination Date; and
(6) any payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions.
Section 1.2 Rules of Construction. Unless otherwise specified herein:
(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b) For purposes of interpretation of this Agreement:
(i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.
(ii) References in this Agreement to a Schedule, Article, Section, paragraph, clause or sub-clause refer to the appropriate Schedule to, or Article, Section, paragraph, clause or subclause in this Agreement.
(iii) References in this Agreement to dollars or “$” refer to the lawful currency of the U.S.
(iv) The term “including” is by way of example and not limitation.
(v) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
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(d) Article, section and subsection headings and titles herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.
(e) Unless otherwise expressly provided herein, (a) references to organization documents (including the LLC Agreement), agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted hereby; and (b) references to any law (including the Code and the Treasury Regulations) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.
Article II.
DETERMINATION OF REALIZED TAX BENEFIT
Section 2.2 Tax Benefit Schedule.
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Section 2.3 Procedures, Amendments.
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Article III.
TAX BENEFIT PAYMENTS
Section 3.1 Timing and Amount of Tax Benefit Payments.
(a) Within five (5) Business Days after a Tax Benefit Schedule delivered to the Representative becomes final in accordance with Section 2.3(a), the Corporation shall pay or cause to be paid to each TRA Party for such Taxable Year an amount equal to the excess, if any, of (i) the Tax Benefit Payment in respect of such TRA Party for such Taxable Year determined pursuant to Section 3.1(b) over (ii) the aggregate amount of Advance Payments previously made to such TRA Party in respect of such Taxable Year; provided, that if the Corporation makes Advance Payments, it shall make Advance Payments to all parties eligible to receive payments under this Tax Receivable Agreement with respect to a particular Taxable Year in proportion to their respective amount of anticipated payments under this Tax Receivable Agreement in respect of such Taxable Year. Each such Tax Benefit Payment or such Advance Payment shall be made by wire transfer of immediately available funds to the bank account previously designed by such TRA Party to the Corporation or as otherwise agreed by the Corporation and such TRA Party.
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Section 3.3 Pro Rata Payments.
(a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Tax benefit to the Corporation from the reduction in Tax Liability as a result of the Pre-Reorganization Covered Tax Assets and the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporation does not have sufficient taxable income to fully utilize available deductions and other attributes, the Net Tax Benefit giving rise to Tax Benefit Payments shall be allocated among the TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been paid under this Agreement if the Corporation had sufficient taxable income so that there were no such limitation; provided, that, for the avoidance of doubt, for purposes of allocating among the TRA Parties the aggregate Tax Benefit Payments payable under this Agreement with respect to any Taxable Year, the operation of this Section 3.3(a) with respect to any prior Taxable Years shall be taken into account. Consistent with the foregoing, the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Pre-Reorganization Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-Reorganization Covered Tax Assets and Exchange Covered Tax Assets (the intention of the parties being to avoid duplicative payments and maintain records sufficient to allow the Corporation to allocate Tax Benefit Payments consistent with the terms of this Section 3.3(a)).
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(b) After taking into account Section 3.3(a), if for any reason the Corporation does not fully satisfy its payment obligations to make Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporation and the TRA Parties agree that (i) the Corporation shall make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion as such payments would have been made if the relevant payment had been made in full by the Corporation, and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been paid.
(c) To the extent the Corporation makes a payment to a TRA Party in respect of a particular Taxable Year under Section 3.1(a) of this Agreement (taking into account Section 3.3(a) and (b)) in an amount in excess of the amount of such payment that should have been made to the TRA Party in respect of such Taxable Year, then (i) the TRA Party shall not receive further payments under Section 3.1(a) until the TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporation shall pay the amount of the TRA Party’s foregone payments to other TRA Parties (to the extent applicable) in a manner such that each of the other TRA Parties, to the extent possible, shall have received aggregate payments under Section 3.1(a) and (b) in the amount it would have received if there had been no excess payment to the TRA Party.
Section 4.1 Early Termination of Agreement; Breach of Agreement.
(a) With the prior written approval of the Board, the Corporation may terminate this Agreement with respect to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties; (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement; and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid.
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(b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment within three (3) months of the date when due, as a result of the failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within twenty (20) Business Days of a TRA Party informing the Corporation of such breach, then, at the election of the Representative, subject to the following proviso, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach, and, for the avoidance of doubt, shall include, but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of such breach; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any Tax Benefit Payments due for the Taxable Year ending with or including such date (except to the extent that such amount is included in the Early Termination Payments); provided, that if the Representative makes such election, then such election shall be binding on all TRA Parties. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches this Agreement, the Representative shall be entitled to elect on behalf of each of the TRA Parties to receive the amounts referred to in clause (b) of this Section 4.1 or to seek specific performance of the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such payment despite using reasonable best efforts to obtain funds to make such payment (including by causing the LLC or any other Subsidiaries of the LLC to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts); provided, that (x) the interest provisions of Section 5.2 shall apply to such late payment, and (y) solely with respect to a Tax Benefit Payment, if the Corporation does not have sufficient cash to make such payment as a result of limitations imposed by existing credit agreements to which the LLC is a party, which limitations are effective as of the date of this Agreement, Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate.
(c) In connection with a Change of Control, all obligations hereunder with respect to the TRA Parties shall be accelerated. The Corporation hereby agrees to provide twenty (20) calendar days prior written notice to each TRA Party of a Change of Control and all obligations under this Agreement with respect to the TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of the Change of Control, and shall include, but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of the Change of Control; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any Tax Benefit Payments due for the Taxable Year ending with or including such date (except to the extent that such amount is included in the Early Termination Payments). Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.
(d) Upon the occurrence of an event described in clauses (a) or (b) in the definition of Credit Event, then, at the election of the Representative, all obligations hereunder shall be accelerated and become immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of the Credit Event and, for the avoidance of doubt, shall include, but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of the Credit Event; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any Tax Benefit Payments due for the Taxable Year ending with or including such date (except to the extent that such amount is included in the Early Termination Payments).
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Section 4.3 Payment upon Early Termination.
(a) Within three (3) calendar days after an Early Termination Effective Date, the Corporation shall pay to each TRA Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporation and such TRA Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by such TRA Party to the Corporation.
(b) “Early Termination Payment” in respect of a TRA Party shall equal (i) the present value, discounted at the Early Termination Rate, as of the date of the Early Termination Notice, of all Tax Benefit Payments in respect of such TRA Party that would be required to be paid by the Corporation beginning from the date of the Early Termination Notice and applying the Valuation Assumptions, plus (ii) any Tax Benefit Payment agreed to by the Corporation and the Representative as due and payable with respect to such TRA Party that is unpaid as of the date of the Early Termination Notice, plus (iii) any Tax Benefit Payment due and payable with respect to such TRA Party for a Taxable Year ending prior to the date of the Early Termination Notice, plus (iv) (without duplication) interest accruing on the amounts described in clauses (i) through (iii) (which shall include interest accruing on the amount described in clause (i) from the date of the Early Termination Notice).
(c) Upon the payment of the Early Termination Payment by the Corporation to a TRA Party, the Corporation shall not have any further payment obligations under this Agreement in respect of such TRA Party.
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Article V.
SUBORDINATION AND LATE PAYMENTS
Section 5.1 Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by the Corporation under this Agreement shall rank subordinate and junior in right of payment to any principal, interest, or other amounts due and payable in respect of any obligations owed in respect of secured or unsecured indebtedness for borrowed money of the Corporation (“Senior Obligations”) and shall rank pari passu in right of payment with all current or future unsecured obligations of the Corporation that are not Senior Obligations. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the applicable TRA Parties and the Corporation shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations. Except as otherwise determined by the Board (with the approval of the Representative), payments under any tax receivable agreement (or similar agreement) entered into by the Corporation, the LLC, or their Subsidiaries after the date hereof shall be subordinate to all payments owed pursuant to this Agreement, and no such payments shall be made (i) for so long as the Corporation has any unpaid obligation pursuant this Agreement; and (ii) with respect to any particular Taxable Year governed by such tax receivable agreement until payments with respect to such Taxable Year under this Agreement have been determined and (if any) paid.
Article VI.
TAX MATTERS; CONSISTENCY; COOPERATION
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If to the Corporation or the LLC, to:
Vacasa Holdings LLC
000 XX 00xx Xxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Chief Legal Officer
E-mail: ####
with a copy (which shall not constitute notice to the Corporation or the LLC) to:
Xxxxxx &
Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: | Xxxxxx Xxxxxx | |
Xxxx Xxxxxxxxxxx | ||
Xxxxxxxx Xxxxxx | ||
E-mail: | #### |
If to the Representative:
SLP
Venice Holdings, L.P.
c/o Silver Lake Management Company V, L.L.C.
55 Xxxxxx Yards
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: | Xxxx Xxxxxxx & Xxxxxxxx Xxxxxxx | |
E-mail: | #### |
with a copy (which shall not constitute notice to the Representative) to:
Ropes &
Xxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: | Xxxx Xxxxxxxx | |
Xxxx Xxxxxxxxx | ||
E-mail: | #### |
Any party may change its address or e-mail address by giving each of the other parties written notice thereof in the manner set forth above.
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Section 7.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.
Section 7.6 Assignments; Amendments; Successors; No Waiver.
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Section 7.7 Resolution of Disputes.
(a) Except for Reconciliation Disputes subject to Section 7.8, any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with this Agreement (each, a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in accordance with the then-existing International Institute for Conflict Prevention and Resolution Rules for Administered Arbitration (the “Rules”). If the parties to the Dispute fail to agree on the selection of an arbitrator within thirty (30) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in a U.S. state, or a nationally recognized expert in the relevant subject matter, and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The award shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and the place of the arbitration shall be New York, New York.
(b) Notwithstanding the provisions of paragraph (a), any party may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling another party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each party (i) expressly consents to the application of paragraph (c) of this Section 7.7 to any such action or proceeding, and (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate. For the avoidance of doubt, this Section 7.7 shall not apply to Reconciliation Disputes to be settled in accordance with the procedures set forth in Section 7.8.
(c) Each party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1. Nothing in this Agreement shall affect the right of any party to serve process in any other manner permitted by law.
(d) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
(e) In the event the parties are unable to agree whether a dispute between them is a Reconciliation Dispute subject to the dispute resolution procedure set forth in Section 7.8 or a Dispute subject to the dispute resolution procedure set forth in this Section 7.7, such disagreement shall be decided and resolved in accordance with the procedure set forth in this Section 7.7.
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Section 7.11 Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets.
(a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.
(b) If the Corporation, its successor in interest or any member of the Corporation’s U.S. federal income Tax consolidated group (as described in Section 7.11(a)) transfers or is deemed to transfer any Unit or any Reference Asset to a transferee that is treated as a corporation for U.S. federal income Tax purposes (other than a member of a group described in Section 7.11(a)) in a transaction other than a fully taxable transaction for U.S. federal income tax purposes, then such transferor, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such Unit or Reference Assets in a wholly taxable transaction on the date of such transfer. If the LLC (or one of its Subsidiaries that is not treated as a corporation for U.S. federal income Tax purposes) transfers (or is deemed to transfer for U.S. federal income Tax purposes) any Reference Asset to a transferee that is treated as a corporation for U.S. federal income Tax purposes (other than a member of a group described in Section 7.11(a)) in a transaction that is not a fully taxable transaction for U.S. federal income tax purposes, then such transferor, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of the Reference Asset in a wholly taxable transaction on the date of such transfer. The consideration deemed to be received by the transferor (or deemed transferor) in either of the immediately preceding two sentences shall be equal to the fair market value of the transferred asset as determined by a valuation expert mutually agreed upon by the Corporation and the Representative plus, without duplication, (i) the amount of debt to which any such asset is subject, and (ii) the amount of debt allocated to any such asset, in the case of a transfer of a partnership interest. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation, its successor in interest or any member of the Corporation’s U.S. federal income Tax consolidated group (as described in Section 7.11(a)) transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning of Section 368(a) of the Code) in which such entity does not survive or pursuant to any other transaction to which Section 381(a) of the Code applies (other than any such reorganization or any such other transaction, in each case, pursuant to which such entity transfers assets to a corporation with which the Corporation, its successor in interest or any member of the Corporation’s U.S. federal income Tax consolidated group (other than any such member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return for U.S. federal income Tax purposes), the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified as a corporation for U.S. federal income Tax purposes) pursuant to this Section 7.11 so long as the relevant successor is bound by the provisions of this Agreement.
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(c) If the Corporation (or any member of a group described in Section 7.11(a)) transfers (or is deemed to transfer for U.S. federal income Tax purposes) any Unit in a transaction that is wholly or partially taxable, then for purposes of calculating payments under this Agreement, LLC shall be treated as having disposed of the portion of any Reference Asset that is indirectly transferred by the Corporation (i.e., taking into account the number of Units transferred) in a transaction in which all income, gain or loss, if any, is allocated to the Corporation. The consideration deemed to be received by LLC shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is subject and (ii) without duplication, the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.
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[Signature Page Follows This Page]
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Vacasa, Inc. | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: | Chief Executive Officer |
[Signature Page to Tax Receivable Agreement]
Vacasa Holdings LLC | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: | Chief Executive Officer |
[Signature Page to Tax Receivable Agreement]
MOSSYTREE INC. | ||
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | President |
[Signature Page to Tax Receivable Agreement]
SLP V VENICE FEEDER I, L.P. | ||
By: | Silver Lake Technology Associates
V, L.P., its general partner | |
By: | SLTA V (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member |
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: | Xxxxxx X. Xxxxxxx | |
Title: | Managing Director and General Counsel |
SLP VENICE HOLDINGS, L.P. | ||
By: | SLP V Aggregator GP, L.L.C. | |
By: | Silver Lake Technology Associates V, L.P., its general partner | |
By: | SLTA V (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member |
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: | Xxxxxx X. Xxxxxxx | |
Title: | Managing Director and General Counsel |
[Signature Page to Tax Receivable Agreement]
RW VACASA AIV L.P. | ||
By: | Riverwood Capital II L.P., its general partner | |
By: | Riverwood Capital XX XX Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
RW INDUSTRIOUS BLOCKER L.P. | ||
By: | Riverwood Capital II L.P., its general partner | |
By: | Riverwood Capital XX XX Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
RIVERWOOD CAPITAL PARTNERS II | ||
(PARALLEL-B) L.P. | ||
By: | Riverwood Capital II L.P., its general partner | |
By: | Riverwood Capital XX XX Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
[Signature Page to Tax Receivable Agreement]
RCP III VACASA AIV L.P. | ||
By: | Riverwood Capital III L.P., its general partner | |
By : | Riverwood Capital GP III Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
RCP III BLOCKER FEEDER L.P. | ||
By: | Riverwood Capital III L.P., its general partner | |
By: | Riverwood Capital GP III Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
RIVERWOOD CAPITAL PARTNERS III | ||
(PARALLEL-B) LP. | ||
By: | Riverwood CapitaI III L.P., its general partner | |
By: | Riverwood Capital GP III Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
[Signature Page to Tax Receivable Agreement]
RCP III (A) BLOCKER FEEDER L.P. | ||
By : | Riverwood Capital III L.P., its general partner | |
By: | Riverwood Capital GP III Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
RCP III (A) VACASA AIV L.P. | ||
By : | Riverwood Capital III L.P., its general partner | |
By: | Riverwood Capital GP III Ltd., its general partner |
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Director |
[Signature Page to Tax Receivable Agreement]
LEVEL EQUITY OPPORTUNITIES FUND 2015, L.P. | ||
By: | Level Equity Partners II (GP), L.P., its general partner | |
By: | Level Equity Associates II, LLC, its general partner |
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Chief Operating Officer |
LEVEL EQUITY OPPORTUNITIES FUND 2018, L.P. | ||
By: | Level Equity Partners IV (GP), L.P.,
its general partner | |
By: | Level Equity Associates IV, LLC, its general partner |
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Chief Operating Officer |
[Signature Page to Tax Receivable Agreement]
LEGP II AIV(B), L.P. | ||
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Chief Operating Officer | |
LEGP I VCS, LLC | ||
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Chief Operating Officer | |
LEGP II VCS, LLC | ||
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Chief Operating Officer |
LEVEL EQUITY-VCS INVESTORS, LLC | ||
By: | Level Equity Management, LLC, its manager |
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Chief Operating Officer |
[Signature Page to Tax Receivable Agreement]
AMERICAN BANKERS INSURANCE GROUP, INC. | ||
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
NSG IV Blocked AIV, LP. | ||
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: | COO |
[Signature Page to Tax Receivable Agreement]
NSG IV UNBLOCKED AIV, L.P. | ||
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: | COO |
[Signature Page to Tax Receivable Agreement]
KEMNAY FUND INVESTORS LLC | ||
By: | /s/ Xxxxx Xxx-Xxxx X. Xxxxxxx | |
Name: | Xxxxx Xxx-Xxxx X. Xxxxxxx | |
Title: | Authorised Signatories |
[Signature Page to Tax Receivable Agreement]
OHANA HOLDINGS LLC | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Vice President |
[Signature Page to Tax Receivable Agreement]
Travel + Leisure Charitable Foundation | ||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
Name: | Xxxxxxxx X. Xxxxxxxx | |
Title: | Chief Human Resources Officer |
[Signature Page to Tax Receivable Agreement]
PARTNERS FOR GROWTH IV, LP | ||
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | CEO and Managing Director |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
/s/ Xxxx Xxxxxx | |
Xxxx Xxxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxx Xxxxxxx | |
Xxxx Xxxxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxxx Xxxxxxx | |
Xxxxx Xxxxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxx Xxxxxx | |
Xxxx Xxxxxx |
[Signature Page to Tax Receivable Agreement]
VACASA EMPLOYEE HOLDINGS LLC | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: | Chief Executive Officer |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxx Xxxxxxx | |
Xxxx Xxxxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxx Xxxxxxx | |
Xxxx Xxxxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxx Xxxxxxx | |
Xxxx Xxxxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxx Xxxxxxx | |
Xxxx Xxxxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxx Xxxxx | |
Xxx Xxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxx Xxxxx | |
Xxx Xxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxxx Xxxxx | |
Xxxxx Xxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxxx Xxxxx | |
Xxxxx Xxxxx |
[Signature Page to Tax Receivable Agreement]
/s/ Xxxx Xxxxx | |
Xxxx Xxxxx |
[Signature Page to Tax Receivable Agreement]
1999 Xxxxxxxxx Family Irrevocable Trust | ||
By: | /s/ Xxxxx Xxxx | |
Name: | Xxxxx Xxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxxx Street 2013 Direct Fund LP | ||
By: | ASP 2013 Direct Management LP its General Partner | |
By: | ASP 2013 Direct Management LLC its General Partner | |
By: | Xxxxx Street Partners, LLC its Managing Member | |
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Managing Partner |
[Signature Page to Tax Receivable Agreement]
Xxxxx Street 2014 Direct Fund LP | ||
By: | ASP 2014 Direct Management LP its General Partner | |
By: | ASP 2014 Direct Management LLC its General Partner | |
By: | Xxxxx Street Partners, LLC its Managing Member | |
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Managing Partner |
[Signature Page to Tax Receivable Agreement]
Xxxxx Street 2015 Direct Venture/Growth Fund LP | ||
By: | ASP 2015 Direct Management LP its General Partner | |
By: | ASP 2015 Direct Management LLC its General Partner | |
By: | Xxxxx Street Partners, LLC its Managing Member | |
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Managing Partner |
[Signature Page to Tax Receivable Agreement]
Xxxxx Street 2016 Direct Venture/Growth Fund LP | ||
By: | ASP 2016 Direct Management LP its General Partner | |
By: | ASP 2016 Direct Management LLC its General Partner | |
By: | Xxxxx Street Partners, LLC its Managing Member | |
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Managing Partner |
[Signature Page to Tax Receivable Agreement]
Xxxxx Street 2017 Direct Venture/Growth Fund LP | ||
By: | ASP 2017 Direct Management LP its General Partner | |
By: | ASP 2017 Direct Management LLC its General Partner | |
By: | Xxxxx Street Partners, LLC its Managing Member | |
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Managing Partner |
[Signature Page to Tax Receivable Agreement]
Xxxxx Street Venture/Growth Fund VI LP | ||
By: | ASP VG Management VI LP its General Partner | |
By: | ASP VG Management VI LLC its General Partner | |
By: | Xxxxx Street Partners, LLC its Managing Member | |
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Managing Partner |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xx Xxx Xxxxxxx Xxxx | |
Name: | Xx Xxx Xxxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
AK Holdings LLC | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: | Manager |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Alexis de Belloy | |
Name: | Alexis de Belloy | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx XxXxxxx | |
Name: | Xxxxxxx XxXxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 2 BL, LLC | |
By: Altos Hybrid 2 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 2 N, LLC | |
By: Altos Hybrid 2 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 2 P-FIO, LLC | |
By: Altos Hybrid 2 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 2 P-M, LLC | |
By: Altos Hybrid 2 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 2 P-MSF, LLC | |
By: Altos Hybrid 2 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 2 V, LLC | |
By: Altos Hybrid 2 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 2, L.P. | |
By: Altos Hybrid 2 GP, LLC | |
Its: General Partner | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 3 B, LLC | |
By: Altos Hybrid 3 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 3 GS, LLC | |
By: Altos Hybrid 3 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 3 I, LLC | |
By: Altos Hybrid 3 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 3 M, LLC | |
By: Altos Hybrid 3 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid 3 T, LLC | |
By: Altos Hybrid 3 GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid BF, LLC | |
By: Altos Hybrid GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid BL, LLC | |
By: Altos Hybrid GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid D, LLC | |
By: Altos Hybrid GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid G, LLC | |
By: Altos Hybrid GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid I, LLC | |
By: Altos Hybrid GP, LLC | |
Its: Manager | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
Altos Hybrid, L.P. | |
By: Altos Hybrid GP, LLC | |
Its: General Partner | |
/s/ Xxxxxxx X. Xxx | |
Xxxxxxx X. Xxx | |
Managing Director |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxx Xxxxxx | |
Name: | Xxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxxxxx Children's 2020 Gift Trust | ||
By: | /s/ Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
Xxxx X. Xxxxxxxx Revocable Trust | ||
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx xxxxxx | |
Name: | Xxxxx xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxx | |
Name: | Xxxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: | Xxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxxx XxXxxxx | |
Name: | Xxxxxxxxx XxXxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxxxxx xxxxxxx | |
Name: | Xxxxxxxxxxx xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxxxxx Xxxxx-Xxxxxxxx | |
Name: | Xxxxxxxxxxx Xxxxx-Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx X’Xxxxxx | |
Name: | Xxxxxxxx X’Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx xxxxxxxxxx | |
Name: | Xxxxxxx xxxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxx | |
Name: | Xxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Osti | |
Name: | Xxxxxx Osti | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxx | |
Name: | Xxxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Dome Patrol, LLC | ||
By: | /s/ Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | Manager |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxx Family Trust U/A 7/01/2001 | ||
By: | /s/ Xxxxxxx X. Xxxx | |
Name: | Xxxxxxx X. Xxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Duygu Dagli | |
Name: | Duygu Dagli | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
ELG 2020 Lifetime Family Trust | ||
By: | /s/ Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxxx Xxxxx Xxxxxxx | |
Name: | Xxxxxxxxx Xxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxxx Xxxxxxx | |
Name: | Xxxxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxxx Xxxxx | |
Name: | Xxxxxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Breaker | |
Name: | Xxxxx Breaker | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxxx Xxxxxx-XxXxxxx | |
Name: | Xxxxxxxxx Xxxxxx-XxXxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx Xxxxxxx | |
Name: | Xxxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Greenspring Secondaries Fund II, L.P. | ||
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: | Chief Operating Officer |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
The Xxxxx Xxxxxxxx and Xxxx Xxxxxxxx 2004 Revocable Trust | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: | Xxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Harmony Partners III, L.P. | ||
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Managing Partner |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Story | |
Name: | Xxxxxx Story | |
Title: |
[Signature Page to Tax Receivable Agreement]
The X. Xxxx Getty Trust | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | Vice-President and Chief Investment Officer |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Jacob Surface | |
Name: | Jacob Surface | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx XxXxx | |
Name: | Xxxxx XxXxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx X Xxxxx | |
Name: | Xxxxx X Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx X'Xxxxx | |
Name: | Xxxx X'Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx Xxxxxxxx | |
Name: | Xxxxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx Xxxxxxxx | |
Name: | Xxxxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
JetBlue Technology Ventures, L.L.C. | ||
By: | /s/ Xxx Xxxx | |
Name: | Xxx Xxxx | |
Title: | President |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx xxxxx | |
Name: | Xxxx xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxx Xxxxxxx 2014 Irrevocable Trust | ||
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: | Xxxxxxx Xxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx Xxxx | |
Name: | Xxxxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx Xxxxx | |
Name: | Xxxxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx Xxxxxxx | |
Name: | Xxxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx X Xxxxxxx | |
Name: | Xxxxxxxx X Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxx Xxxxx | |
Name: | Xxxxxx Xxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxx | |
Name: | Xxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Bodu | |
Name: | Xxxxx Bodu | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxx Xxxx | |
Name: | Xxxxxx Xxxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx X. Xxxxxx | |
Name: | Xxxxx X. Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: | Xxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxxxxxx | |
Name: | Xxxx Xxxxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx XxXxxx | |
Name: | Xxxxxxx XxXxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxxx Xxxxxxxx | |
Name: | Xxxxxx Xxxxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Paulina Xxxxxxx Xxxxx |
By: | /s/ Xxxxxx X. Xxxxx | |
Name: | Xxxxxx X. Xxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: | Xxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxxxxxx Capital Partners LP |
By: | /s/ Xxxx Xxxxxxxx | |
Name: | Xxxx Xxxxxxxx | |
Title: | President |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxxx Bieber | |
Name: | Xxxxxx Bieber | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxxxx Xxxx | |
Name: | Xxxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxxx xxxxx | |
Name: | Xxxxxx xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxxx X Xxxxxxx | |
Name: | Xxxxxx X Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
By: | /s/ Xxxx Sach | |
Name: | Xxxx Sach | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxx T Sach Revokable Trust - May 26, 2006 | ||
By: | /s/ Xxxxxxx X. Sach | |
Name: | Xxxxxxx X. Sach | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx X Xxxxxxxx | |
Name: | Xxxxx X Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Silverton Partners IV, L.P. | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | General Partner |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: | Xxxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxx | |
Name: | Xxxxx Xxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxx | |
Name: | Xxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
The Xxxxxxxxxxx Xxxxxxxx Trust U/A DTD 2/13/2007 | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
The Xxxxxx Xxxxxxxx Trust U/A DTD 2/13/2007 | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
The Xxxxxx Xxxxxxxx Trust U/A DTD 2/13/2007 | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx X. Xxxxx | |
Name: | Xxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxxxx Xxxxxx Xxxxx, II UTMA/TX No. 660-11151 | ||
By: | /s/ Xxxxxx X. Xxxxx | |
Name: | Xxxxxx X. Xxxxx | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxx XxxXxxxxx | |
Name: | Xxx XxxXxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxxxxx | |
Name: | Xxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxx Xxxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxxxx Xxxxx | |
Name: | Xxxxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Xxxxxxx Xxxxxxxx Investments, LLC | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx X. Xxxxxxx | |
Title: | Member |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxxx | |
Name: | Xxxxxx Xxxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxx | |
Name: | Xxxxxx Xxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Comerica Ventures Incorporated | ||
By: | /s/ XxXxxxx Xxxxxx | |
Name: | XxXxxxx Xxxxxx | |
Title: | Vice President |
[Signature Page to Tax Receivable Agreement]
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: |
[Signature Page to Tax Receivable Agreement]
Marketdriver, LLC | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Name: | Xxxxx X. Xxxxxx | |
Title: | Manager |
[Signature Page to Tax Receivable Agreement]
Xxxx T Sach Revocable Trust - May 26, 2006 | ||
By: | /s/ Xxxxxxx X. Sach | |
Name: | Xxxxxxx X. Sach | |
Title: | Trustee |
[Signature Page to Tax Receivable Agreement]
Exhibit A
FORM OF JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of _________________, 20___ (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [December 6, 2021] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable Agreement”) by and among Vacasa, Inc., a Delaware corporation (the “Corporation”), Vacasa Holdings LLC, a Delaware limited liability company (the “LLC”), and the other persons from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.
3. Address. All notices under the Tax Receivable Agreement to the undersigned shall be direct to:
[Name]
[Address]
[City, State, Zip Code]
Attn:
E-mail:
[NAME OF NEW PARTY] | ||
By: | ||
Name: | ||
Title: |
Acknowledged and agreed
as of the date first set forth above:
[●]
By: |
Name: | |
Title: |