Item 1.01 Entry into a Material Definitive Agreement.
Director Designation Agreements
On
Each of the Silver
The Director Designation Agreement with the Silver
The Director Designation Agreement with the Riverwood Stockholders provides for the continuation of the Riverwood Stockholders' director designation rights under the Stockholders Agreement. Following the effective date of the Director Designation Agreement, so long as the Riverwood Stockholders continue to collectively beneficially own at least 20% of the Shares beneficially owned by the Riverwood Stockholders collectively, in the aggregate, immediately following the consummation of all transactions contemplated by the Business Combination, then the Riverwood Stockholders shall have the right, but not the obligation, to designate one director for election to the Board (any such designee, a "Riverwood Designee"), and the Company shall include such Riverwood Designee as nominee for election to the Board at all of the Company's applicable annual or special meetings of stockholders (or consents in lieu of a meeting) at which directors are to be elected (adjusted as appropriate to take into account the Company's classified Board structure), subject to satisfaction of all qualification and legal requirements regarding service as a director in accordance with the terms of the Director Designation Agreement.
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The Director Designation Agreement with the Level Equity Stockholders provides for the continuation of the Level Equity Stockholders' director designation rights under the Stockholders Agreement. Following the effective date of the Director Designation Agreement, so long as the Level Equity Stockholders continue to collectively beneficially own at least 20% of the Shares beneficially owned by the Level Equity Stockholders collectively, in the aggregate, immediately following the consummation of all transactions contemplated by the Business Combination, then the Level Equity Stockholders shall have the right, but not the obligation, to designate one director for election to the Board (any such designee, a "Level Equity Designee"), and the Company shall include such Level Equity Designee as nominee for election to the Board at all of the Company's applicable annual or special meetings of stockholders (or consents in lieu of a meeting) at which directors are to be elected (adjusted as appropriate to take into account the Company's classified Board structure), subject to satisfaction of all qualification and legal requirements regarding service as a director in accordance with the terms of the Director Designation Agreement.
The Director Designation Agreement with the EB Stockholders provides for the continuation of the EB Stockholders' director designation rights under the Stockholders Agreement, as modified therein. Following the effective date of the Director Designation Agreement, so long as (x) the EB Stockholders continue to collectively beneficially own at least 10% of total number of issued and outstanding Shares and (y) none of the Shares beneficially owned by the EB Stockholders have been foreclosed upon by any lender, then the EB Stockholders shall have the right, but not the obligation, to designate one director for election to the Board (any such designee, an "EB Designee"), and the Company shall include such EB Designee as nominee for election to the Board at all of the Company's applicable annual or special meetings of stockholders (or consents in lieu of a meeting) at which directors are to be elected (adjusted as appropriate to take into account the Company's classified Board structure), subject to satisfaction of all qualification and legal requirements regarding service as a director in accordance with the terms of the Director Designation Agreement.
The foregoing descriptions of the Director Designation Agreements do not purport to be complete and are qualified in their entirety by the full text of the Director Designation Agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d): Exhibits: Exhibit No. Description 10.1* Director Designation Agreement, datedJune 7, 2023 , betweenVacasa, Inc. and the SilverLake Stockholders 10.2* Director Designation Agreement, datedJune 7, 2023 , betweenVacasa, Inc. and the Riverwood Stockholders 10.3* Director Designation Agreement, datedJune 7, 2023 , betweenVacasa, Inc. and the Level Equity Stockholders 10.4* Director Designation Agreement, datedJune 7, 2023 , betweenVacasa, Inc. and the EB Stockholders 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Attachments to this exhibit have been omitted pursuant to Regulation S-K, Item
601(a)(5). The Company will provide a copy of any omitted schedule to the
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