0001193125-21-063859 Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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”).

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EXCHANGE AGREEMENT
Exchange Agreement • March 1st, 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 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, 2020
Revolving 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.

EQUITY EXCHANGE RIGHT AGREEMENT
Equity 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”).

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 York
Agreement of Lease • 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:

URBAN COMPASS, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 26, 2019
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”.

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