NOTE PURCHASE AGREEMENT dated as of August 7, 2024 among VACASA, INC., as Parent, VACASA HOLDINGS LLC, as Holdings, V-REVOLVER SUB LLC, as Borrower The Purchasers party hereto and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent and Collateral AgentNote Purchase Agreement • August 8th, 2024 • Vacasa, Inc. • Services-to dwellings & other buildings • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 7, 2024 among Vacasa Holdings LLC, a Delaware limited liability company (“Holdings”), V-Revolver Sub LLC, a Delaware limited liability company (the “Borrower”), Vacasa, Inc., a Delaware corporation (“Parent”), the Purchasers from time to time party thereto, and Acquiom Agency Services LLC, in its capacities as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”).
VOTING AGREEMENTVoting Agreement • August 8th, 2024 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
THIS VOTING AGREEMENT, dated as of August 7, 2024, is entered into by and between (i) Vacasa, Inc., a Delaware corporation (the “Company”), and (ii) each of the Silver Lake Stockholders, the Riverwood Stockholders and the Level Equity Stockholders (each as defined below) (together, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
GUARANTEE AGREEMENT dated as of August 07, 2024 among VACASA HOLDINGS LLC, as Holdings, V-REVOLVER SUB LLC, as the Borrower, THE SUBSIDIARY GUARANTORS from time to time party hereto and ACQUIOM AGENCY SERVICES LLC, as Collateral AgentGuarantee Agreement • August 8th, 2024 • Vacasa, Inc. • Services-to dwellings & other buildings • New York
GUARANTEE AGREEMENT, dated as of August 7, 2024 (this “Agreement”), among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto and ACQUIOM AGENCY SERVICES LLC, a Colorado limited liability company, in its capacity as Collateral Agent (the “Collateral Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2024 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August 7, 2024 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Company”) and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each individually, a “Holder”).
COLLATERAL AGREEMENT dated as of August 7, 2024 among VACASA HOLDINGS LLC, V-REVOLVER SUB LLC, THE OTHER GRANTORS PARTY HERETO and ACQUIOM AGENCY SERVICES LLC, as Collateral AgentCollateral Agreement • August 8th, 2024 • Vacasa, Inc. • Services-to dwellings & other buildings • New York
COLLATERAL AGREEMENT, dated as of August 7, 2024 (this “Agreement”), among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), the other GRANTORS from time to time party hereto and Acquiom Agency Services LLC, a Colorado limited liability company, as Collateral Agent (in such capacity and together with successors in such capacity, the “Collateral Agent”).
