SECOND AMENDED AND RESTATED CREDIT AGREEMENT among RMCO, LLC, RE/MAX, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent Dated as of July 21, 2021 JPMorgan Chase Bank, N.A. as...Credit Agreement • July 21st, 2021 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 21, 2021, among RMCO, LLC, a Delaware limited liability company (“Parent”), RE/MAX, LLC (f/k/a RE/MAX International, LLC), a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent.
CREDIT AGREEMENT among RMCO, LLC, RE/MAX, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent Dated as of July 31, 2013 as Lead Arranger and Sole BookrunnerCredit Agreement • August 19th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 1, 2013, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of March 1, 2010 (“Effective Date”), by and between RE/MAX International Holdings, Inc., a Delaware corporation with its principal place of business at 5075 South Syracuse Street, Denver, CO 80237-2712 and RE/MAX, LLC, a Delaware limited liability company with its principal place of business at 5075 South Syracuse Street, Denver, CO 80237-2712 (collectively, the “Company”), and Margaret M. Kelly (“Executive’’), with her principal residence at 960 Westchester Circle, Castle Rock, CO 80108.
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”).
ASSET PURCHASE AGREEMENT by and among RE/MAX, LLC, RE/MAX NORTHERN ILLINOIS AD FUND, INC. Roaring Fork Capital Partners, Inc. and PRINCIPAL StockholderS dated as of November 2, 2017Asset Purchase Agreement • November 7th, 2017 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
This Asset Purchase Agreement (this “Agreement”), dated as of November 2, 2017, is entered into by and among Roaring Fork Capital Partners, Inc., a Colorado corporation doing business as RE/MAX Northern Illinois (the “Seller”), RE/MAX, LLC (formerly known as RE/MAX International, Inc. and as RE/MAX of America, Inc.), a Delaware limited liability company (“RE/MAX”), RE/MAX Northern Illinois Ad Fund, Inc., a Colorado corporation (“Ad Fund Buyer” and, together with RE/MAX, the “Buyers”) and the Principal Stockholders (defined below).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 14th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of October 1, 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.”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 14th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 7, 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.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 1, 2013Limited Liability Company Agreement • February 21st, 2020 • 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 October 1, 2013, is entered into by and among RMCO, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
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”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 14th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 7, 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.
MOTTO AD FUND INC. SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 22nd, 2019 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others)
This MOTTO AD FUND INC. SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of January, 2019 (the “Effective Date”), by and between Motto Franchising, LLC, a Delaware limited liability company and a wholly-owned subsidiary of RE/MAX, LLC, a Delaware limited liability company (“Buyer”), and David L. Liniger, Sr. (“Seller”).
FIRST AMENDMENTCredit Agreement • March 13th, 2015 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • New York
FIRST AMENDMENT, dated as of March 11, 2015 (this “Amendment”), to the Credit Agreement, dated as of July 31, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among RMCO, LLC (“Holdings”), RE/MAX, LLC (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • December 12th, 2014 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
This Separation and Release of Claims Agreement (this “Agreement”) is dated as of December 11, 2014 (the “Execution Date”), by and between RE/MAX Holdings, Inc., a Delaware corporation with its principal place of business at 5075 South Syracuse Street, Denver, CO 80237 (“Holdings”), RE/MAX, LLC, a Delaware limited liability company with its principal place of business at 5075 South Syracuse Street, Denver, CO 80237 (the “LLC”), RIHI, Inc., a Delaware Corporation formerly known as RE/MAX International Holdings, Inc. with its principal place of business at 5075 South Syracuse Street, Denver, CO 80237 (“RIHI” and collectively with Holdings and the LLC, the “Company”) and Margaret M. Kelly (the “Executive”), with her principal residence at 960 Westchester Circle, Castle Rock, CO 80108. The Company and the Executive are sometimes collectively referred to herein as (the “Parties”).
AMENDED AND RESTATED INTERIM EXECUTIVE AGREEMENTInterim Executive Agreement • September 7th, 2023 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
This Amended and Restated Interim Executive Agreement (“Agreement”) is made and entered into as of the date of the last signature below with effectiveness from August 31, 2023 (the “Extension Effectiveness Date”), by and between RE/MAX, LLC, a Delaware limited liability company (the “Company”), and Stephen P. Joyce (“Employee”) as an amendment and restatement of the Interim Executive Agreement previously executed and delivered by the parties to this Agreement (the “Original Agreement”).
From: Roger Dow, Lead Independent Director and Compensation Committee Chair Re: Retention Bonus Agreement (the “Agreement”)RE/MAX Holdings, Inc. • November 13th, 2023 • Real estate agents & managers (for others)
In light of the anticipated appointment of a new Chief Executive Officer of RE/MAX Holdings, Inc. (together with its subsidiaries and corporate affiliates, the “Company”), the knowledge, expertise and experience of key leaders will be critical in assuring a successful transition and in helping the Company continue to execute on its strategy. As a result, this Agreement is structured to encourage retention of the Company’s executive management team given that transition and amidst the highly competitive market for talent, within the real estate and mortgage industries and, more generally, for seasoned top leadership with the specific expertise possessed by the Company’s Executive Officers.
From: Roger Dow, Lead Independent Director and Compensation Committee Chair Re: Reward and Retention Bonus Agreement (the “Agreement”)RE/MAX Holdings, Inc. • January 11th, 2022 • Real estate agents & managers (for others)
The Board of Directors of RE/MAX Holdings, Inc. (the “Company”) wishes to recognize your outsized contributions to the Company’s strategic goals in 2021, including substantial effort dedicated to successfully completing the acquisition of RE/MAX INTEGRA’s North American business and the integration of Gadberry Group and wemlo, which drove sustainable and meaningful revenue and earnings growth for the Company.
RE/MAX, LLC Agrees to Purchase RE/MAX New Jersey Master FranchiseRE/MAX Holdings, Inc. • November 3rd, 2016 • Real estate agents & managers (for others)
DENVER, Nov. 3, 2016 /PRNewswire/ -- RE/MAX, LLC, the global real estate franchisor headquartered in Denver, Colo., has signed an agreement to purchase the Master Franchise for the state of New Jersey from RE/MAX of New Jersey, Inc. The announcement comes less than six months after RE/MAX, LLC purchased the Master Franchise rights for Alaska and eight months after the company reacquired RE/MAX New York.
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).
STOCK PURCHASE AGREEMENT by and amongStock Purchase Agreement • June 3rd, 2021 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of June 3, 2021, is entered into by and among (i) Brodero Holdings Inc., an Ontario corporation (“Brodero”), (ii) Fire-Ball Holdings Corporation Ltd., an Ontario corporation (“Fire-Ball” and, together with Brodero, the “Sellers”), (iii) A la Carte U.S., LLC, a Delaware limited liability company (“US Acquisition Co”), (iv) A la Carte Investments Canada, Inc., a British Columbia corporation (“Canada Acquisition Co” and, together with US Acquisition Co, the “Buyers”) and, for the limited purposes set forth herein, RE/MAX, LLC, a Delaware limited liability company (the “Guarantor”).
RETIREMENT AGREEMENT VINCENT J. TRACEYRetirement Agreement • May 8th, 2015 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
This Retirement Agreement (“Agreement”) is hereby entered into as of the Effective Date (as defined in paragraph 18) between RE/MAX Holdings, Inc.(“Holdings”), RIHI, Inc. f/k/a RE/MAX International Holdings, Inc. (“RIHI”), RMCO, LLC and RE/MAX, LLC, (which together with their affiliates and their respective shareholders, directors, officers, employees, representatives, predecessors, successors, assigns and/or any person who acted on behalf of RIHI and/or RE/MAX, LLC or on instruction from RIHI and/or RE/MAX, LLC are collectively referred to as “RE/MAX” or the “Company”) and VINCENT J. TRACEY (hereinafter “Employee”), who are collectively referred to herein as the “Parties” and each as a “Party.”
EXECUTIVE SEPARATION AND GENERAL RELEASE AGREEMENTExecutive Separation and General Release Agreement • January 11th, 2022 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
This Executive Separation and General Release Agreement (“Agreement”) is made and entered into as of January 10, 2022 by and between RE/MAX, LLC, having offices at 5075 S. Syracuse Street, Denver, Colorado 80237-2712 (“Company”), and Adam Michael Contos (“Executive”) and shall be effective on the date it is signed by Executive (the “Effective Date”).
EXECUTIVE AGREEMENTExecutive Agreement • November 13th, 2023 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
This Executive Agreement (“Agreement”) is entered into November 9, 2023 (the “Effective Date”) by and between RE/MAX, LLC, a Delaware limited liability company (the “Company”), RE/MAX Holdings, Inc. (“Holdings”) and W. Erik Carlson (“Executive”). The Company, Holdings and Executive are collectively referred to herein as the “parties”.
LEASE by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust “Landlord” and RE/MAX INTERNATIONAL, LLC, a Delaware limited liability company “Tenant” for premises located at 5073, 5075 and 5085 South Syracuse Street Denver,...Lease • August 19th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS LEASE (this “Lease”) is made and entered into as of April 16, 2010 (the “Effective Date”), by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (“Landlord”), and RE/MAX INTERNATIONAL, LLC, a Delaware limited liability company (“Tenant”).
FIRST AMENDMENT TO INTERIM EXECUTIVE AGREEMENTInterim Executive Agreement • November 3rd, 2022 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
FIRST AMENDMENT, dated as of November 2, 2022 (this “Amendment”), to the Interim Executive Agreement, dated January 10, 2022 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) between RE/MAX, LLC, a Delaware limited liability company (the “Company”), and Stephen P. Joyce (“Employee”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 22nd, 2019 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others)
This EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of January, 2019 (the “Effective Date”), by and between RADF, LLC, a Colorado limited liability company and a wholly-owned subsidiary of RE/MAX, LLC, a Delaware limited liability company (“Buyer”), and David L. Liniger, Sr. (“Seller”).
RE/MAX, LLC Agrees to Purchase Group of Three Independent RegionsRE/MAX Holdings, Inc. • November 28th, 2016 • Real estate agents & managers (for others)
DENVER, Nov. 28, 2016 /PRNewswire/ -- RE/MAX, LLC, headquartered in Denver, Colo., has signed an agreement to purchase the Master Franchise for the Georgia, Kentucky/Tennessee, and Southern Ohio Regions owned and managed for many years by the independent RE/MAX Regional Services group. The agreement to purchase the regions was signed less than three weeks after RE/MAX agreed to purchase RE/MAX of New Jersey.
SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE DAVID M.K. METZGERSecond Release Agreement • January 8th, 2016 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado
This Separation and Transition Agreement and General Release (“Agreement”) is hereby entered into as of the Effective Date as defined in paragraph 18) between RE/MAX Holdings, Inc. (“Holdings”), RIHI, Inc. f/k/a RE/MAX International Holdings, Inc. (“RIHI”), RMCO, LLC and RE/MAX, LLC, (which together with their affiliates and their respective shareholders, directors, officers, employees, representatives, predecessors, successors, assigns and/or any person who acted on behalf of RIHI and/or RE/MAX, LLC or on instruction from RIHI and/or RE/MAX, LLC are collectively referred to as “RE/MAX” or “Company”) and DAVID M. K. METZGER (hereinafter “Employee”), who are collectively referred to herein as the “Parties” and each as a “Party.”
JOINDERPreferred Units Common Units • February 22nd, 2019 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This JOINDER (“Joinder”) to the Tax Receivable Agreement (as defined below) is dated as of October 4, 2018, and is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (“Holdings”), Oberndorf Investments LLC, a Delaware limited liability company (“Transferor”), and Parallaxes Capital Opportunities Fund I LP, a Delaware limited partnership (“Permitted Transferee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 22nd, 2019 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others)
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of January, 2019 (the “Effective Date”), by and between RADF, LLC, a Colorado limited liability company and a wholly-owned subsidiary of RE/MAX, LLC, a Delaware limited liability company (“Buyer”), and RE/MAX Texas Ad Fund, Inc., a Colorado corporation (“Seller”), and, for purposes of Section 2.4(c) only, David L. Liniger, Sr. (“Liniger”).
JOINDERPreferred Units Common Units • August 7th, 2015 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This JOINDER (“Joinder”) to the Tax Receivable Agreement (as defined below) is dated as of May 29, 2015, and is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (“Holdings”), Weston Presidio V, L.P., a Delaware limited partnership (“Transferor”), and Oberndorf Investments LLC, a Delaware limited liability company (“Permitted Transferee”).
SECOND AMENDMENTRE/MAX Holdings, Inc. • November 28th, 2016 • Real estate agents & managers (for others) • New York
SECOND AMENDMENT, dated as of November 22, 2016 (this “Amendment”), to the Credit Agreement, dated as of July 31, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among RMCO, LLC (“Holdings”), RE/MAX, LLC (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
ASSET PURCHASE AGREEMENT by and among RE/MAX/KEMCO PARTNERSHIP, L.P., D/B/A RE/MAX OF TEXAS, RE/MAX, LLC AND RICHARD FILIP, CHARLES EL-MOUSSA, BRIAN PARKER AND PHILIP LEUNG dated as of December 31, 2012Asset Purchase Agreement • September 19th, 2013 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of December 31, 2012, is entered into by and among RE/MAX/KEMCO Partnership, L.P., d/b/a RE/MAX of Texas, a Texas limited partnership (“Seller”), RE/MAX, LLC, a Delaware limited liability company (“Buyer”), and Richard Filip, Charles El-Moussa, Brian Parker and Philip Leung (collectively, the “Partners”).
•] 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
4,500,000 Shares RE/MAX HOLDINGS, INC. CLASS A COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2015 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • New York
