REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], among RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), RIHI, Inc., a Delaware corporation (“RIHI”) and each Person listed on the Schedule of Other Investors attached hereto and each other Person that acquires Common Stock from the Company after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collectively, the “Other Investors”).
PLAN OF REORGANIZATION AND PURCHASE AGREEMENT by and among BUENA SUERTE HOLDINGS INC. a Delaware corporation, TAILS, INC. a Virginia corporation, and TAILS HOLDCO, INC. a Delaware corporation Dated as of August 9, 2013Plan of Reorganization and Purchase Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS PLAN OF REORGANIZATION AND PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 9, 2013, by and between BUENA SUERTE HOLDINGS INC., a Delaware corporation (“Buyer”), TAILS, INC., a Virginia corporation (together with its successors and assigns, the “Company”) and TAILS HOLDCO, INC., a Delaware corporation (“Seller”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of , 2013, is entered into by and between RMCO, LLC, a Delaware limited liability company (“RMCO LLC”), RE/MAX, LLC, a Delaware limited liability company (“RE/MAX LLC”) and RE/MAX HOLDINGS, INC., a Delaware corporation (“RE/MAX Inc.”).
FORM OF TAX RECEIVABLE AGREEMENT between WESTON PRESIDIO V, L.P. and RE/MAX HOLDINGS, INC. Dated as of , 2013Tax Receivable Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) , dated as of , 2013, is hereby entered into by and between RE/MAX Holdings, Inc., a Delaware corporation (“Holdings”), and Weston Presidio V, L.P., a Delaware limited partnership (“WP”), and each of their respective successors and assigns hereto.
FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [•] day of [•], 2013 (the “Effective Date”) by and between RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
FORM OF TAX RECEIVABLE AGREEMENT between RIHI, INC. and RE/MAX HOLDINGS, INC. Dated as of , 2013Tax Receivable Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2013, is hereby entered into by and between RE/MAX Holdings, Inc., a Delaware corporation (“Holdings”), and RIHI, Inc., a Delaware corporation (“RIHI”), and each of their respective successors and assigns hereto.
RMCO, LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2013Limited Liability Company Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [•], 2013, is entered into by and among RMCO, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
•] Shares RE/MAX HOLDINGS, INC. CLASS A COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • New York
