Exhibit 10.12
**TERMINATION AGREEMENT **
TO TAX RECEIVABLE AGREEMENT
ThisTERMINATIONAGREEMENTTOTAXRECEIVABLEAGREEMENT(this
“Agreement”),byandbetweenREMAXHoldings,LLC,aDelawarelimitedliabilitycompany(as successor to RE/MAX Holdings, Inc.) (“Wildlife”), and Parallaxes Rain Co-Investment, LLC, a Delawarelimitedliabilitycompany(“Parallaxes”),datedasofSeptember25,2026(the“Effective**Date”).Capitalizedtermsusedbutnotdefinedhereinshallhavethemeaningsascribedtothemin the Tax Receivable Agreement (as defined below).
WHEREAS,WildlifeandWestonPresideoV,L.P.enteredintothatcertainTaxReceivable Agreement,datedasofOctober7,2013(asmaybeamended,restated,supplementedorotherwise modifiedfromtimetotimeandtogetherwiththeannexes,exhibitsandschedulesattachedthereto, the “Tax Receivable Agreement”);
WHEREAS, pursuant to the Joinder dated December 19, 2018 (the “Joinder”) between Wildlife,ParallaxesCapitalOpportunitiesFundIL.P. andParallaxes,Parallaxesbecamepartyto theTaxReceivableAgreementforallpurposesoftheTaxReceivableAgreementandwithrespect to the Interest (as defined in the Joinder) (collectively, the “TRA Interest”);
WHEREAS, Parallaxes has agreed to enter into this Agreement, providing for the termination of TRA Interest and any and all ofits rights under the Tax ReceivableAgreement, in each case in exchange for the payment by Wildlife of the Termination Payment; and
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreementssetforthherein,andothergoodandvaluableconsideration,thereceiptandsufficiency of which are hereby acknowledged, and intending to be legally bound, Wildlife and Parallaxes hereby agree as follows:
1.Termination* of Tax Receivable *Agreement.EachofWildlifeandParallaxeshereby agrees that, effective immediately upon the receipt by Parallaxes of the Termination Payment pursuant to Section 2 of this Agreement (the “Effective Time”), the TRA Interest shall be terminatedinfulland,asoftheEffectiveTime,allrightsofParallaxestoanyandallpaymentsby Wildlife, and all obligations and liabilities of Wildlife to Parallaxes, under or in connection with theTaxReceivableAgreement,beandherebyareterminated,cancelled,andextinguishedintheir entirety.For the avoidance of doubt, as of immediately upon the Effective Time, (i) any and all rights of Parallaxes to any and all Tax Benefit Payments or Early Termination Payment, (ii) any otherpaymentsby, and all obligations andliabilities ofWildlife, (iii)anyotherrights accruingin favor of Parallaxes, and (iv) any interest, penalties, costs, fees, expenses or other rights or entitlementsrelatedto anyoftheforegoing, inrespect of amounts payable toParallaxes (orother rights or entitlements in favor of Parallaxes), in each case pursuant to or in connection with the Tax Receivable Agreement, shall be terminated, cancelled, and extinguished in their entirety.
2.Termination* *Payment.OntheEffectiveDate,promptlyfollowingtheexecutionof this Agreement, and in consideration for the termination of this Agreement as provided for in Section1,WildlifeshallpayParallaxesaterminationpaymentequalto$7,105,554(the “Termination Payment”) by wire transfer of immediately available funds to the account specified by Parallaxes.
3.Release. Effective automatically and without any further action by Wildlife, ParallaxesoranyotherPerson,upontheEffectiveTime,eachofWildlifeandParallaxes,onbehalf of itself and its past and present Affiliates and direct and indirect equityholders and its and their successors, assigns and representatives (the “Releasing Parties”), hereby unconditionally and irrevocably, waives, releases, remises and forever discharges the other party and its Affiliates (including, in the case of Wildlife, Real REMAX Group Inc. and its Affiliates) and its and their directandindirectequityholders,directors,officers,employees,counsel,advisors,auditors,agents, representatives, successors, assigns, heirs and representatives (the “Released Parties”) from any andallliabilitiesandobligationsofanykindunderorinconnectionwiththeTRAInterestandthe Tax Receivable Agreement and any and all rights, claims, debts, losses, expenses, proceedings, covenants, suits, judgments, damages, actions and causes of action and liabilities of any kind or character whatsoever, absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured, determinable or indeterminable, suspected or unsuspected, in contract orin tort, direct or indirect, at law or in equity, that such Releasing Parties have ever had, now have or ever may have or claim to have against or with respect to the Released Parties, relating to the TRA Interest and the Tax Receivable Agreement; provided, that this waiver, release, remise and discharge does not extend to any rights under, or any claim to enforce the terms of, or any breach of, this Agreement. In furtherance of the foregoing, each of Wildlife and Parallaxes, on behalf of itself and its Releasing Parties, expressly waive and relinquish any and all rights and benefits conferred by California Civil Code § 1542 (and any similar law of any jurisdiction), which provides:
“AGENERALRELEASEDOESNOTEXTENDTOCLAIMSTHATTHECREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWNBYHIMORHER,WOULDHAVEMATERIALLYAFFECTEDHISORHER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
4.Representations* and *Warranties.Eachofthepartiesheretorepresentsandwarrants to the other party hereto as follows (which representations and warranties shall survive until the expiration of the applicable statute of limitations):
Authorization of Transaction. Such party has all requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, to effectuate the termination and waivers and release contemplated by Sections 1, 2 and 3 hereof, and to perform its obligations hereunder. The execution and delivery by such party of this Agreement and the performance by such party of this Agreement and the consummation by such party of the transactionscontemplatedherebyhavebeendulyandvalidlyauthorizedbyallnecessarycorporate action on the part ofsuch party,including any action by theboardofdirectors (or any committee oftheboardofdirectors) ortheholdersofanyequityinterestsof suchparty.
This Agreementhas been duly and validly executed and delivered by such party and constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as suchenforcementmaybelimitedbygeneralequitableprinciplesorbyapplicablebankruptcy, insolvency,fraudulenttransfer,moratorium,orsimilarlaws,legalrequirementsandjudicial decisions from time to time in effect that affect creditors’ rights generally.
(a)Non-contravention.Neithertheexecutionanddeliverybysuchpartyofthis Agreement,northeconsummationbysuchparty ofthetransactionscontemplatedhereby,will(i) conflict with or violate any provision of the organizational documents of such party, (ii) require on the part of such party any notice to or filing with, or any permit, authorization, consent or approvalof,anygovernmentalentityor(iii)violateanyorder,writ,injunction,decree,statute,rule or regulation applicable to such party or any of its properties or assets.
(b)Absence of Litigation. As of the date hereof, there is no suit, action, investigation, claim or proceeding pending or, to such party’s knowledge, threatened against or involving or affecting, such party that would reasonably be expected to impair the ability of such partytoperformfullyitsobligationshereunderortoconsummateonatimelybasisthetransactions contemplated hereby to be consummated by such party.
(c)No Additional Representations. Such party acknowledges that no Person has made any representation or warranty, express or implied, as to the accuracy or completeness ofanyinformationfurnishedormadeavailabletosuchpartyanditsrepresentativesinconnection with entering into this Agreement, except as expressly set forth in this Agreement or the Tax Receivable Agreement. Without limiting the generality of the foregoing, such party further acknowledgesandagrees that,exceptfortherepresentationsandwarranties expresslysetforthin the above sub-sections of this Section 6, it has not relied on or otherwise been induced by any representation or warranty, express or implied, relating to any matter by or on behalf of the other party.
5.Further Agreements of Parallaxes. Parallaxes hereby further represents and warrantstoWildlife,asofthedateofthis,that:(a)Parallaxesisthesolelegalandbeneficialowner ofallofitsrights,interestsandentitlementsundertheTaxReceivableAgreementandtheJoinder and to the TRA Interest, free and clear of any lien, security interest, encumbrance, claim or restrictionofanynature,and(b)Parallaxeshasnot,directlyorindirectly,assigned,transferredor otherwisedisposedoftheTRAInterestoranyofitsrights,interestsorentitlementsundertheTax Receivable Agreement and the Joinder (including with respect to the payments thereunder), or granted any Person any authority with respect to such rights, interests or entitlements.
6.Further* *Assurances.Eachpartyheretoagreestoexecute,acknowledge,deliver,file and record such further certificates, amendments, instruments and documents, and to do all such otheractsandthings,asmayberequiredbylawor,inthereasonablejudgmentofWildlife,asmay be necessary, advisable or appropriate to carry out the intent and purposes of this Agreement.
7.Entire* *Agreement.ThisAgreementconstitutestheentireagreementand
supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.
8.*Miscellaneous.The provisions of Sections 7.1 (Notices), 7.2 (Counterparts), 7.4 (Governing Law), 7.5 (Severability), 7.6 (Assignment; Agreements; Successors; (Waiver), 7.7 (Titles and Subtitles*),7.8(*Resolution of *Disputes),7.9(Reconciliation),7.10(Withholding),7.12
(Confidentiality) and 7.14 (Independent Nature of Rights and Obligations) of the Tax Receivable Agreement are incorporated herein by reference, mutatis mutandis, and shall as so incorporated survive any termination of the Tax Receivable Agreement and be binding upon the parties hereto.
[Signature Page Follows]
INWITNESSWHEREOF,theundersignedhavecausedthisAgreementtobedulyexecutedas of the date first written above.
REMAX** HOLDINGS, **LLC
By:_ __ _Name:
Title:
PARALLAXES** RAIN CO-INVESTMENT, **LLC
By:
_ __ _
Name:
Title: