Compass, Inc. Sample Contracts
Compass, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 29th, 2021 • Compass, Inc. • Services-computer programming services • New York
Compass, 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 (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • Delaware
This Indemnity Agreement, dated as of _________ ____, 2021 is made by and between Compass, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • February 28th, 2024 • Compass, Inc. • Services-computer programming services • Delaware
This Indemnity Agreement, dated as of [*], 20[*], is made by and between Compass, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company”), and [*], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT among COMPASS CONCIERGE SPV I, LLC, as Borrower, COMPASS CONCIERGE, LLC, as Seller, BARCLAYS BANK PLC, as Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO, Dated as of...Revolving Credit and Security Agreement • August 10th, 2021 • Compass, Inc. • Services-computer programming services • New York
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 29, 2021 (the “Amendment Effective Date”), among Compass Concierge SPV I, LLC, as Borrower (the “Borrower”), Compass Concierge, LLC, as Seller (the “Seller”), Barclays Bank PLC, as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and each of the Lenders from time to time party hereto.
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • February 27th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
Supplemental Indenture No. 4 (this “Supplemental Indenture”), dated as of January 9, 2026, by and among Anywhere Real Estate Group LLC, a Delaware limited liability company, as issuer (the “Issuer”), Anywhere Co-Issuer Corp., a Delaware corporation, as co-issuer (together with the Issuer, the “Issuers”), each party that is a signatory hereto as a Note Guarantor (each a “Guaranteeing Subsidiary”), Compass, Inc., a Delaware corporation (the “Parent Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 27th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • Delaware
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 22nd, 2025 • Compass, Inc. • Services-computer programming services • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of September 22, 2025, is entered into by and among Anywhere Real Estate Inc., a Delaware corporation (the “Company”), Compass, Inc., a Delaware corporation (“Parent”) and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of Parent.
Compass Amended and Restated Offer Letter [Date]Offer Letter • May 13th, 2022 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Prior Agreement”) dated October 15, 2018, which was assigned to Compass Management Holdings, LLC (the “Company” or “Compass”). The effective date of this letter agreement is [Date].[1]
INDENTURE Dated as of January 10, 2022 Among REALOGY GROUP LLC, REALOGY CO- ISSUER CORP., REALOGY HOLDINGS CORP., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee $1,000,000,000...Indenture • February 27th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
INDENTURE, dated as of January 10, 2022, among Realogy Group LLC, a Delaware limited liability company (the “Issuer”), Realogy Co-Issuer Corp., a Florida corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Realogy Holdings Corp., a Delaware corporation and the indirect parent of the Issuer (“Holdings”), the Note Guarantors (as defined herein) listed on the signature pages hereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.Indenture • February 27th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • February 27th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of May 10, 2022, among The Landover Corporation, The Bain Associates Referral LLC and Realogy Brokerage Group Nevada LLC (each a “Guaranteeing Subsidiary” and, together, the "Guaranteeing Subsidiaries"), subsidiaries of Realogy Group LLC, a Delaware limited liability company (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
AGREEMENT OF LEASE Between 90 FIFTH OWNER LLC, Landlord, and URBAN COMPASS, INC., Tenant. Premises: Entire Third (3rd) and Fourth (4th) Floors 90 Fifth Avenue New York, New YorkLease Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • New York
The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:
EXCHANGE AGREEMENTExchange Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of , 2021, by and between Compass, Inc., a Delaware corporation (the “Company”), and Robert Reffkin (the “Founder”).
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 4, 2021 among COMPASS, INC., as the Borrower, the other OBLIGORS party hereto, the LENDERS and ISSUING BANKS party hereto and BARCLAYS BANK PLC, as the Administrative Agent, the Collateral...Revolving Credit and Guaranty Agreement • May 10th, 2023 • Compass, Inc. • Services-computer programming services • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 4, 2021, among COMPASS, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto, and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER among COMPASS, INC., VELOCITY MERGER SUB, INC. and ANYWHERE REAL ESTATE INC. Dated as of September 22, 2025Merger Agreement • September 22nd, 2025 • Compass, Inc. • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 22, 2025 (this “Agreement”), among Compass, Inc., a Delaware corporation (“Parent”), Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Anywhere Real Estate Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 22nd, 2025 • Compass, Inc. • Services-computer programming services • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of September 22, 2025, is entered into by and among Anywhere Real Estate Inc., a Delaware corporation (the “Company”), Compass, Inc., a Delaware corporation (“Parent”) and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of the Company.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 28th, 2024 • Compass, Inc. • Services-computer programming services • New York
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [●] (the “Executive”) and Compass, Inc., a Delaware corporation (the “Company”), on [●], 20[●], and is effective as of [●], 20[●] (the “Effective Date”).
URBAN COMPASS, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 26, 2019Investors’ Rights Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • New York
This SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 26th day of July, 2019, by and among URBAN COMPASS, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 4, 2021 among COMPASS, INC., as the Borrower, the other OBLIGORS party hereto, the LENDERS and ISSUING BANKS party hereto and BARCLAYS BANK PLC, as the Administrative Agent, the Collateral...Revolving Credit and Guaranty Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 4, 2021, among COMPASS, INC., a Delaware corporation, as the borrower (the “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto, and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
FORM OF SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • December 2nd, 2024 • Compass, Inc. • Services-computer programming services • Delaware
SHAREHOLDER RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), among Compass, Inc., a Delaware corporation (the “Company”), and the stockholders set forth on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
REVOLVING CREDIT AND SECURITY AGREEMENT among COMPASS CONCIERGE SPV I, LLC, as Borrower, COMPASS CONCIERGE, LLC, as Seller, BARCLAYS BANK PLC, as Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO, Dated as of July 31, 2020Revolving Credit and Security Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of July 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among Compass Concierge SPV I, LLC, as Borrower (the “Borrower”), Compass Concierge, LLC, as Seller (the “Seller”), Barclays Bank PLC, as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and each of the Lenders from time to time party hereto.
March 12, 2021 Joseph Sirosh Dear Joseph:Offer Letter • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Company”)1, dated September 25, 2018 (the “Prior Agreement”) effective March 1, 2021.
FOURTEENTH OMNIBUS AMENDMENT AND PAYOFF AND REALLOCATION AGREEMENT (Apple Ridge Funding LLC)Omnibus Amendment and Payoff and Reallocation Agreement • May 8th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
THIS Fourteenth Omnibus Amendment and Payoff and Reallocation Agreement (this “Amendment”) is entered into this 4th day of June, 2020 for the purpose of making amendments to the documents described in this Amendment and for the purpose of setting forth the agreement of the parties hereto with respect to the payoff of a portion of the Series 2011-1 Notes and reallocations related thereto.
NINETEENTH OMNIBUS AMENDMENTOmnibus Amendment • May 8th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
THIS Nineteenth Omnibus Amendment (this “Amendment”) is entered into this 31st day of May, 2024 for the purpose of making amendments to the documents described in this Amendment.
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • February 27th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
Supplemental Indenture No. 2 (this “Supplemental Indenture”), dated as of November 1, 2021, among Warburg Realty Partnership, Ltd., WRP 91, LLC, Realvitalize Affiliates LLC and Realvitalize Affiliates, Inc. (the “Guaranteeing Subsidiaries”), subsidiaries of Realogy Group LLC, a Delaware limited liability company (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
March 12, 2021 Greg Hart Dear Greg:Offer Letter • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Company” or “Compass”)1, dated February 3, 2020 (the “Prior Agreement”) effective March 1, 2021.
COMPASS, INC.,EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETOandWILMINGTON TRUST, NATIONAL ASSOCIATIONas Trustee INDENTUREDated as of January 9, 2026 0.25% Convertible Senior Notes due 2031Indenture • January 9th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
JOINDER AGREEMENTJoinder Agreement • February 27th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
JOINDER AGREEMENT dated as of January 1, 2005 (this “Agreement”), between SPTC Delaware, LLC, a Delaware limited liability company (the “Licensor”), Sotheby’s Holdings, Inc., a Michigan Corporation (“Holdings”), and Sotheby’s, an unlimited company registered in England (“Sotheby’s (UK)”), on the one hand, and Cendant Corporation, a Delaware corporation (“Parent”) and Sotheby’s International Realty Licensee Corporation, a Delaware corporation (“Licensee”), on the other hand. Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to such terms in the License Agreement (as defined below).
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • March 1st, 2021 • Compass, Inc. • Services-computer programming services • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of March __, 2021, by and between Compass, Inc., a Delaware corporation (the “Company”), and Robert Reffkin (the “Founder”).
NOTE PURCHASE AGREEMENT (Secured Variable Funding Notes, Series 2011-1) Dated as of December 14, 2011 Among APPLE RIDGE FUNDING LLC as Issuer, CARTUS CORPORATION, as Servicer, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as the...Note Purchase Agreement • May 8th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
SEVENTEENTH OMNIBUS AMENDMENTOmnibus Amendment • May 8th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
THIS Seventeenth Omnibus Amendment (this “Amendment”) is entered into this 3rd day of June, 2022 for the purpose of making amendments to the documents described in this Amendment.
ContractSupplemental Indenture • May 8th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of April 29, 2026, among the entities listed on Schedule I hereto (each an “Additional Guarantor” and, together, the “Additional Guarantors”), Compass, Inc., a Delaware corporation (the “Company”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
EIGHTH OMNIBUS AMENDMENT (Apple Ridge Funding LLC)Omnibus Amendment • May 8th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
THIS Eighth Omnibus Amendment (this “Amendment”) is entered into this 11th day of September, 2013 for the purpose of making amendments to the documents described in this Amendment.
TWENTY-FIRST OMNIBUS AMENDMENTOmnibus Amendment • May 8th, 2026 • Compass, Inc. • Real estate agents & managers (for others) • New York
This Twenty-First Omnibus Amendment (this “Amendment”) is entered into this 6th day of January, 2026 for the purpose of making amendments to the documents described in this Amendment.
March 12, 2021 Brad Serwin Dear Brad:Employment Agreement • March 23rd, 2021 • Compass, Inc. • Services-computer programming services
This letter agreement amends and restates the offer letter between you and Compass, Inc. (the “Company”)1, dated May 11, 2020 (the “Prior Agreement”) effective March 1, 2021.