RECITALSRevolving Credit Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • New York
REVOLVING CREDIT AGREEMENT, dated as of October 7, 2021 (as amended by Amendment No. 1, dated as of December 8, 2021, this “Agreement”), among Vacasa Holdings LLC, a Delaware limited liability company (“Holdings”), V-Revolver Sub LLC , a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A.,, as Administrative Agent, Collateral Agent and an Issuing Bank.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VACASA HOLDINGS LLC Dated as of December 6, 2021Limited Liability Company Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
THE LIMITED LIABILITY COMPANY INTERESTS IN VACASA HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGER AND ANY HOLDER OF SUCH INTERESTS.
COLLATERAL AGREEMENT dated as of December 6, 2021 among VACASA HOLDINGS LLC, V-REVOLVER SUB LLC, THE OTHER GRANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Collateral AgentCollateral Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • New York
COLLATERAL AGREEMENT, dated as of December 6, 2021 (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 JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity and together with successors in such capacity, the “Collateral Agent”).
TAX RECEIVABLE AGREEMENT by and among VACASA, INC., VACASA HOLDINGS LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein), REPRESENTATIVE (as defined herein), and OTHER PERSONS FROM TIME...Tax Receivable Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated December 6, 2021, is hereby entered into by and among Vacasa, Inc., a Delaware corporation (the “Corporation”), Vacasa Holdings LLC, a Delaware limited liability company (the “LLC”), each of the Exchange TRA Parties from time to time party hereto, each of the Reorganization TRA Parties from time to time party hereto, and the Representative (as defined below). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • Vacasa, Inc. • Services-to dwellings & other buildings • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of December 6, 2021 (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”).
