INDEMNIFICATION AGREEMENT by and between ROCKET COMPANIES, INC. and as IndemniteeIndemnification Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [·], 2020 (this “Agreement”), by and between Rocket Companies, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
TAX RECEIVABLE AGREEMENT among ROCKET COMPANIES, INC., DANIEL GILBERT and ROCK HOLDINGS INC.Tax Receivable Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2020, is hereby entered into by and among Rocket Companies, Inc., a Delaware corporation (the “Corporate Taxpayer”), Daniel Gilbert (“Gilbert”), and Rock Holdings Inc., a Michigan corporation (“RHI” and together with Gilbert and along with each of the successors and assigns thereto, the “Members”).
REGISTRATION RIGHTS AGREEMENT dated as of [•], 2020 between ROCK HOLDINGS INC., DANIEL GILBERT, THE OTHER PARTIES HERETO AND ROCKET COMPANIES, INC.Registration Rights Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•] 2020, is made by and among Rock Holdings Inc. (“RHI”), Daniel Gilbert (“Gilbert”), the other parties hereto and Rocket Companies, Inc. (the “Company”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Michigan
This Employment Agreement (this “Agreement”) is made and entered into as of July [ ], 2020, by and between RKT Holdings, LLC (the “Company”)(1) and [NAME] (“Executive” and, together with the Company, the “Parties”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT of RKT HOLDINGS, LLCOperating Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Michigan
SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF RKT HOLDINGS, LLC, a Michigan limited liability company (the “Company”), dated as of [·], 2020, by and among the Company, Rocket Companies, Inc., a Delaware corporation (“RocketCo”), Rock Holdings Inc., a Michigan corporation (“RHI”) and Daniel Gilbert (“Gilbert”).
EXCHANGE AGREEMENTExchange Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of [·], 2020, by and among RKT Holdings, LLC, a Michigan limited liability company (the “Company”), Rocket Companies, Inc., a Delaware corporation (“RocketCo”), and the Holders (as defined below).
REORGANIZATION AGREEMENTReorganization Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
REORGANIZATION AGREEMENT (this “Agreement”), dated as of [·], 2020, by and among Rocket Companies, Inc., a Delaware corporation (“RocketCo”), RKT Holdings, LLC, a Michigan limited liability company (“Holdco”), Rock Holdings Inc., a Michigan corporation (“RHI”) and Daniel Gilbert (“Gilbert”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT [NAME]Restricted Stock Unit Award Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [·] (the “Grant Date”), is made by and between Rock Holdings Inc., a Michigan corporation (the “Company”), and [NAME] (“Grantee”). Unless the context otherwise requires, terms that are capitalized but not otherwise defined in this Agreement have the meaning ascribed to such terms in the Company’s 2015 Equity Compensation Plan, as heretofore amended and as may be amended from time to time in the future in accordance with its terms (the “Plan”). A copy of the Plan (as amended through the Grant Date) is attached hereto as ANNEX [·] and is incorporated herein by reference. A copy of the Rock Acquisition Corporation (now known as Rock Holdings Inc.) Shareholders Agreement, dated as of October 31, 2002 (the “Shareholders Agreement”), is attached hereto as ANNEX [·] and is incorporated herein by reference.
ROCK HOLDINGS INC. 2015 EQUITY COMPENSATION PLAN2015 Equity Compensation Plan • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Michigan
RKT Holdings, LLCConsulting Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Michigan
This letter agreement will be effective as of the effective date of the initial public offering (“IPO”) of the Rocket Companies (the “Effective Date”), and continue until either you or the Rocket Companies provide to the other party notice of termination with thirty days’ notice. Upon any termination of your engagement, the Company will have no further obligations to you under this letter agreement thereafter.
STOCK PURCHASE AGREEMENT between AMROCK HOLDINGS INC. and AMROCK HOLDCO, LLC dated as ofStock Purchase Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This Stock Purchase Agreement (this “Agreement”) is made effective as of [·], 2020, by and between Amrock Holdings Inc., a Michigan corporation (“Seller”), and Amrock Holdco, LLC, a Michigan limited liability company (“Buyer”).
Underwriting AgreementUnderwriting Agreement • July 28th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
Rocket Companies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares of Class A Common Stock (as defined below) (the “Firm Shares”) of the Company and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Class A common stock, par value $0.00001 per share (“Class A Common Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. As part of the offering contemplated by this Agreement, UBS Securities LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Shares purchased by it under this Agreement, up
